Common use of Additional Unspecified Services Clause in Contracts

Additional Unspecified Services. (a) After the date of this Agreement, if nVent or Pentair (i) identifies a service that (x) the Pentair Group provided to the nVent Group in the twelve (12) months prior to the Distribution Date that nVent reasonably needs in order for the Electrical Business to continue to operate in substantially the same manner in which the Electrical Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair 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 the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 Pentair Services Manager and the nVent 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.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent Encompass or Pentair Enhabit (i) identifies a service that (x) the Pentair Encompass Group provided to the nVent Enhabit Group in the twelve (12) months prior to the Distribution Date that nVent Enhabit reasonably needs in order for the Electrical Enhabit Business to continue to operate in substantially the same manner in which the Electrical Enhabit Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the nVent Enhabit Group provided to the Pentair Encompass Group in the twelve (12) months prior to the Distribution Date that Pentair Encompass reasonably needs in order for the Pentair Encompass Business to continue to operate in substantially the same manner in which the Pentair 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 the other Party during prior to the one hundred eighty date that is sixty (18060) day period immediately days following the date hereof Distribution Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 a Provider shall not be required to provide any Additional Services if the Parties 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 If the Parties agree that any request for Additional Services Service shall be provided and received in accordance with this Section 2.03(a2.3(a), the Pentair Encompass Services Manager Managers (as defined below) and the nVent relevant Encompass Functional Area Service Manager (as defined below) with respect to such Additional Service, on the one hand, and the 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 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 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 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 agreement, and the Additional Services set forth therein shall be deemed Services “Services” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent HXXX or Pentair HBIO (i) identifies a service that (x) the Pentair Group HBIO Entities provided to the nVent Group in the twelve (12) months HXXX Business prior to the Distribution Date that nVent HXXX reasonably needs in order for the Electrical HXXX Business to continue to operate in substantially the same manner in which the Electrical HXXX Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group HXXX Entities provided to the Pentair Group in the twelve (12) months HBIO or its Affiliates prior to the Distribution Date that Pentair HBIO reasonably needs in order for the Pentair HBIO Business to continue to operate in substantially the same manner in which the Pentair HBIO 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 the other Party during the within one hundred eighty twenty (180120) day period immediately days following the date hereof Distribution Date requesting such additional services, then such other Party party shall use its commercially reasonable efforts to provide such requested additional 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. Notwithstanding the foregoing, further, that the Provider shall not be required promptly notify the Recipient if it deems itself unable to provide any such Additional Services if Service, and will use commercially reasonable efforts to cooperate with the Parties are unable Recipient to reach agreement on identify and engage a third party to provide comparable services to the terms thereof (including with respect to Service Charges therefor)Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services in accordance with this Section 2.03(a), the Pentair HBIO Services Manager and the nVent HXXX Services Manager shall in good faith negotiate the terms of a supplement to the applicable supplemental 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 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 in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental 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 “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent CBS or Pentair Outdoor Americas (i) identifies a service that (x) the Pentair CBS Group provided to the nVent Outdoor Americas Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that nVent Outdoor Americas reasonably needs in order for the Electrical Outdoor Americas Business to continue to operate in substantially the same manner in which the Electrical Outdoor Americas Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Outdoor Americas Group provided to the Pentair CBS Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that Pentair CBS reasonably needs in order for the Pentair CBS Business to continue to operate in substantially the same manner in which the Pentair CBS Business operated prior to the Distribution DateIPO Closing Time, 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 the other Party during the one hundred eighty within three (1803) day period immediately months following the date hereof of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 Pentair CBS Services Manager and the nVent Outdoor Americas 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 agreement, and the Additional Services set forth therein shall be deemed Services “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent Parent or Pentair SpinCo (i) identifies a service that (x) the Pentair Parent Group provided to the nVent SpinCo Group in the twelve (12) months prior to the Distribution Date Separation Time that nVent SpinCo reasonably needs in order for the Electrical SpinCo Business to continue to operate in substantially the same manner in which the Electrical SpinCo Business operated during the twelve (12)-month period prior to the Distribution DateSeparation Time (the “Service Baseline Period”), and such service was not included on Schedule A (other than because the Parties expressly agreed that such service shall not be provided), or (y) the nVent SpinCo Group provided to the Pentair Parent Group in the twelve (12) months prior to the Distribution Date Separation Time that Pentair Parent reasonably needs in order for the Pentair Parent Business to continue to operate in substantially the same manner in which the Pentair Parent Business operated prior to the Distribution DateSeparation 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 the other Party during prior to the one hundred eighty date that is three (1803) day period immediately months following the date hereof Separation Date requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 a Provider shall not be required to provide any Additional Services if the Parties 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(a2.4(a), the Pentair Parent Services Manager and the nVent SpinCo 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 Service Charge and 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 agreement, and the Additional Services set forth therein shall be deemed Services “Services” provided under this Agreement, in each case case, subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent CBS or Pentair Radio (i) identifies a service that (x) the Pentair CBS Group provided to the nVent Radio Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that nVent Radio reasonably needs in order for the Electrical Radio Business to continue to operate in substantially the same manner in which the Electrical Radio Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties mutually and knowingly agreed such service shall not be provided), or (y) the nVent Radio Group provided to the Pentair CBS Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that Pentair CBS reasonably needs in order for the Pentair CBS Business to continue to operate in substantially the same manner in which the Pentair CBS Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule B (other than because the Parties mutually and knowingly agreed such service shall not be provided), and (ii) provides written notice to the other Party during the one hundred eighty within three (1803) day period immediately months following the date hereof of this Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 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(a), the Pentair CBS Services Manager and the nVent 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 agreement, and the Additional Services set forth therein shall be deemed Services “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date hereof, subject to the last sentence of this AgreementSection 2.01(a), if nVent GE or Pentair (i) Newco identifies a service that (xa) the Pentair Group GE Entities provided to the nVent Group in the twelve (12) months NBCU Businesses prior to the Distribution Closing Date that nVent Newco reasonably needs in order for the Electrical Business Combined Businesses to continue to operate in substantially the same manner in which the Electrical Business NBCU Businesses operated prior to the Distribution Closing Date, and such service was not included on in Schedule A or Schedule B (other than because the Parties agreed such service shall not be provided or because such service is included in the Comcast Services Agreement), or (b) the NBCU Businesses provided to GE or its Affiliates prior to the Closing Date that GE reasonably needs in order for GE or its Affiliates to continue to operate in substantially the same manner in which GE or its Affiliates operated prior to the Closing Date, and such service was not included in Schedule C or Schedule D (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group provided to the Pentair Group then, in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair Business operated prior to the Distribution Dateeach case, Newco 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 the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party GE shall use its commercially reasonable efforts to provide such requested additional services (such requested additional services, the “Additional Services”); provided. GE and Newco will have ninety (90) days after the date hereof to request Additional Services. Unless specifically agreed in writing to the contrary, however, that no Party the Parties shall amend the appropriate Schedule in writing to include such Additional Services (including the incremental fees and termination date with respect to such Additional Services) and such Additional Services shall be obligated to provide any Additional Service if it does notdeemed Services hereunder, in its reasonable judgmentand accordingly, have adequate resources the Party requested to provide such Additional Service or if the provision of Services shall provide such Additional Service would significantly disrupt the operation of its businesses; and Services, or cause such Additional Services to be 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 Pentair Services Manager and the nVent 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.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent HXXX or Pentair HBIO (i) identifies a service that (x) the Pentair Group HBIO Entities provided to the nVent Group in the twelve (12) months HXXX Business prior to the Distribution IPO Closing Date that nVent HXXX reasonably needs in order for the Electrical HXXX Business to continue to operate in substantially the same manner in which the Electrical HXXX Business operated prior to the Distribution IPO Closing Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group HXXX Entities provided to the Pentair Group in the twelve (12) months HBIO or its Affiliates prior to the Distribution IPO Closing Date that Pentair HBIO reasonably needs in order for the Pentair HBIO Business to continue to operate in substantially the same manner in which the Pentair HBIO Business operated prior to the Distribution IPO Closing 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 the other Party during the within one hundred eighty twenty (180120) day period immediately days following the date hereof IPO Closing Date requesting such additional services, then such other Party party shall use its commercially reasonable efforts to provide such requested additional 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. Notwithstanding the foregoing, further, that the Provider shall not be required promptly notify the Recipient if it deems itself unable to provide any such Additional Services if Service, and will use commercially reasonable efforts to cooperate with the Parties are unable Recipient to reach agreement on identify and engage a third party to provide comparable services to the terms thereof (including with respect to Service Charges therefor)Recipient, the payment for which will be negotiated directly between the Recipient and such third party. In connection with any request for Additional Services in accordance with this Section 2.03(a), the Pentair HBIO Services Manager and the nVent HXXX Services Manager shall in good faith negotiate the terms of a supplement to the applicable supplemental 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 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 in a manner similar to that in which the Services are described in the existing SchedulesServices. Each supplement to the applicable supplemental 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 “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent or Pentair (i) identifies a service that (x) the Pentair Group provided to the nVent Group in the twelve (12) months prior to the Distribution Date that nVent reasonably needs in order for the Electrical Business to continue to operate in substantially the same manner in which the Electrical Business operated prior to the Distribution Date, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Group provided to the Pentair Group in the twelve (12) months prior to the Distribution Date that Pentair reasonably needs in order for the Pentair Business to continue to operate in substantially the same manner in which the Pentair 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 the other Party during the one hundred eighty (180) day period immediately following the date hereof requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 Pentair Services Manager and the nVent 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 “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent Mallinckrodt or Pentair Covidien (i) identifies a service that (x) the Pentair Covidien Group provided to the nVent Mallinckrodt Group in the twelve (12) months prior to the Distribution Date that nVent Mallinckrodt reasonably needs in order for the Electrical Mallinckrodt Business to continue to operate in substantially the same manner in which the Electrical Mallinckrodt Business operated prior to the Distribution Date, and such service was not included in- cluded on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Mallinckrodt Group provided to the Pentair Covidien Group in the twelve (12) months prior to the Distribution Date that Pentair Covidien reasonably needs in order for the Pentair Covidien Business to continue to operate in substantially substan- tially the same manner in which the Pentair 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 the other Party during the one hundred eighty within ten (18010) day period immediately days following the date hereof 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 services, then such other Party shall use its commercially reasonable efforts to provide such requested additional addi- tional services (such requested additional services, the “Additional Services”); provided, howeverhowev- er, that no Party shall be obligated to provide any Additional Service if it does not, in its reasonable reason- able 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 Pentair Covidien Services Manager and the nVent Mallinckrodt Services Manager shall in good faith negotiate the terms of a supplement to the applicable Schedule, which terms shall be consistent con- sistent 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 appli- cable Schedule shall describe in reasonable detail the nature, scope, service period(s), termination termina- tion 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 “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementAgree- ment.

Additional Unspecified Services. (a) After the date of this Agreement, if nVent If CBS or Pentair Outdoor Americas (i) identifies a service that (x) the Pentair CBS Group provided to the nVent Outdoor Americas Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that nVent Outdoor Americas reasonably needs in order for the Electrical Outdoor Americas Business to continue to operate in substantially the same manner in which the Electrical Outdoor Americas Business operated prior to the Distribution DateIPO Closing Time, and such service was not included on Schedule A (other than because the Parties agreed such service shall not be provided), or (y) the nVent Outdoor Americas Group provided to the Pentair CBS Group in the twelve (12) months prior to the Distribution Date IPO Closing Time that Pentair CBS reasonably needs in order for the Pentair CBS Business to continue to operate in substantially the same manner in which the Pentair CBS Business operated prior to the Distribution DateIPO Closing Time, 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 the other Party during the one hundred eighty within three (1803) day period immediately months following the date hereof of the Initial Agreement requesting such additional services, then such other Party shall use its commercially reasonable efforts to provide such requested additional 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 Pentair CBS Services Manager and the nVent Outdoor Americas 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 agreement, and the Additional Services set forth therein shall be deemed Services “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.