Common use of Exception to Obligation to Provide Services or Access to Facilities Clause in Contracts

Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding any provision of this Agreement to the contrary, including Cummins’ and Filtration’s obligations set forth in Section 2.1, the relevant Providers shall not be obligated to (and neither Cummins nor Filtration shall be obligated to cause any Provider to) provide any Services or access to any Facilities if the provision of such Services or access to such Facilities would violate any Law, code of conduct or Contract to which Cummins, Filtration, any member of their respective Group or any Provider is subject; provided, however, that (a) Cummins and Filtration shall comply with Section 7.2 in obtaining any Consents necessary to provide such Services or access to such Facilities and (b) with respect to such Contract violation for a Contract to which a Provider or a member of the Provider’s Group is party, (i) the relevant Provider shall provide the Recipient with written notice of such restriction on the Provider’s ability to provide the applicable Service or access to a Facility (with reasonable specificity) promptly upon the Provider receiving written notice of such Contract violation and (ii) to the extent such Service or access to a Facility is not required to be provided hereunder as a result of such Contract violation under this clause (b), the Provider shall use commercially reasonable efforts to make available to the Recipient substantially similar Services or access at the Recipient’s expense pending receipt of any applicable Consents, which efforts shall in no event be required beyond the applicable Service Term for the restricted Service or Facilities access and which Service Term may not be extended pursuant to Section 2.3(b) unless the applicable Consent has been received.

Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, including Cummins’ Section 2.01 and Filtration’s obligations set forth in Section 2.12.02, the relevant Providers AIG shall not be obligated to (and neither Cummins nor Filtration shall not be obligated to cause any Provider to) provide (a) any Services or (b) access to any Facilities Facilities, if the provision of such Services or access to such Facilities would (i) violate any Law, code of conduct Law or Contract any agreement or license to which Cumminsthe AIG Entities or the Company Entities are subject, Filtration, including any member Master Lease (as such term is defined in the Separation Agreement) or (ii) result in the disclosure of their respective Group information subject to any applicable privileges (including the attorney-client or any Provider is subjectsimilar privilege); provided, however, that (a) Cummins AIG and Filtration the Company shall comply with Section 7.2 in obtaining any Consents use commercially reasonable efforts to obtain or cause to be obtained such agreements, waivers and licenses necessary to provide such Services or access to such Facilities and (b) with respect if AIG and the Company are unable to obtain such Contract violation for a Contract agreements, waivers and licenses, AIG and the Company shall use reasonable efforts to which a Provider or a member agree to the modification of the Provider’s Group is party, terms of the Services or access to any Facilities so that the provision of the Services or the access to Facilities by AIG would not result in the circumstances describes in clauses (i) the relevant Provider shall provide the Recipient with written notice of such restriction on the Provider’s ability to provide the applicable Service or access to a Facility (with reasonable specificity) promptly upon the Provider receiving written notice of such Contract violation and (ii) to above; and provided, further, that neither AIG nor the extent such Service or access to a Facility is not Company (nor any of their respective Affiliates) shall be required to be provided hereunder as a result of such Contract violation under this clause pay any fees or make other payments or incur any obligations (b), the Provider shall use commercially reasonable efforts to make available to unless the Recipient substantially similar Services agrees to pay AIG or access at the Recipient’s expense pending receipt of its Affiliates for such fees or make such other payments or incur such obligations) to obtain any applicable Consentssuch agreements, which efforts shall in no event be required beyond the applicable Service Term for the restricted Service waivers or Facilities access and which Service Term may not be extended pursuant to Section 2.3(b) unless the applicable Consent has been receivedlicenses.

Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding any provision of this Agreement anything to the contrarycontrary contained herein, including Cummins’ Section 2.01 and Filtration’s obligations set forth in Section 2.12.02, the relevant Providers AIG shall not be obligated to (and neither Cummins nor Filtration shall not be obligated to cause any Provider to) provide (a) any Services or (b) access to any Facilities Facilities, if the provision of such Services or access to such Facilities would (i) violate any Law, code of conduct Law or Contract any agreement or license to which Cumminsthe AIG Entities or the Company Entities are subject, Filtration, including any member Master Lease (as such term is defined in the Separation Agreement) or (ii) result in the disclosure of their respective Group information subject to any applicable privileges (including the attorney-client or any Provider is subjectsimilar privilege); provided, however, that (a) Cummins AIG and Filtration the Company shall comply with Section 7.2 in obtaining any Consents use commercially reasonable efforts to obtain or cause to be obtained such agreements, waivers and licenses necessary to provide such Services or access to such Facilities and (b) with respect if AIG and the Company are unable to obtain such Contract violation for a Contract agreements, waivers and licenses, AIG and the Company shall use reasonable efforts to which a Provider or a member agree to the modification of the Provider’s Group is party, terms of the Services or access to any Facilities so that the provision of the Services or the access to Facilities by AIG would not result in the circumstances described in clauses (i) the relevant Provider shall provide the Recipient with written notice of such restriction on the Provider’s ability to provide the applicable Service or access to a Facility (with reasonable specificity) promptly upon the Provider receiving written notice of such Contract violation and (ii) to above; and provided, further, that neither AIG nor the extent such Service or access to a Facility is not Company (nor any of their respective Affiliates) shall be required to be provided hereunder as a result of such Contract violation under this clause pay any fees or make other payments or incur any obligations (b), the Provider shall use commercially reasonable efforts to make available to unless the Recipient substantially similar Services agrees to pay AIG or access at the Recipient’s expense pending receipt of its Affiliates for such fees or make such other payments or incur such obligations) to obtain any applicable Consentssuch agreements, which efforts shall in no event be required beyond the applicable Service Term for the restricted Service waivers or Facilities access and which Service Term may not be extended pursuant to Section 2.3(b) unless the applicable Consent has been receivedlicenses.