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 anything to the contrary contained herein, including Section 2.01 and Section 2.02, AIG shall not be obligated to (and shall not be obligated to cause any Provider to) provide (a) any Services or (b) access to any Facilities, if the provision of such Services or access to such Facilities would (i) violate any Law or any agreement or license to which the AIG Entities or the Company Entities are subject, including any Master Lease (as such term is defined in the Separation Agreement) or (ii) result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege); provided, however, that AIG and the Company shall 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 if AIG and the Company are unable to obtain such agreements, waivers and licenses, AIG and the Company shall use reasonable efforts to agree to the modification of the 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) and (ii) above; and provided, further, that neither AIG nor the Company (nor any of their respective Affiliates) shall be required to pay any fees or make other payments or incur any obligations (unless the Recipient agrees to pay AIG or its Affiliates for such fees or make such other payments or incur such obligations) to obtain any such agreements, waivers or licenses.

Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding anything any provision of this Agreement to the contrary contained hereincontrary, including Cummins’ and Filtration’s obligations set forth in Section 2.01 and Section 2.022.1, AIG the relevant Providers 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 Law, code of conduct or Contract to which Cummins, Filtration, any member of their respective Group or any agreement or license to which the AIG Entities or the Company Entities are Provider is subject, including any Master Lease (as such term is defined in the Separation Agreement) or (ii) result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege); provided, however, that AIG (a) Cummins and the Company Filtration shall use commercially reasonable efforts to obtain or cause to be obtained such agreements, waivers and licenses comply with Section 7.2 in obtaining any Consents necessary to provide such Services or access to such Facilities and if AIG and the Company are unable (b) with respect to obtain such agreements, waivers and licenses, AIG and the Company shall use reasonable efforts Contract violation for a Contract to agree to the modification which a Provider or a member of the terms Provider’s Group is party, (i) the relevant Provider shall provide the Recipient with written notice of such restriction on the Services Provider’s ability to provide the applicable Service or access to any Facilities so that a Facility (with reasonable specificity) promptly upon the provision Provider receiving written notice of the Services or the access to Facilities by AIG would not result in the circumstances describes in clauses (i) such Contract violation and (ii) above; and providedto 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), furtherthe 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, that neither AIG nor the Company (nor any of their respective Affiliates) 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 pay any fees or make other payments or incur any obligations (Section 2.3(b) unless the Recipient agrees to pay AIG or its Affiliates for such fees or make such other payments or incur such obligations) to obtain any such agreements, waivers or licensesapplicable Consent has been received.

Exception to Obligation to Provide Services or Access to Facilities. Notwithstanding anything to the contrary contained herein, including Section 2.01 and Section 2.02, AIG shall not be obligated to (and shall not be obligated to cause any Provider to) provide (a) any Services or (b) access to any Facilities, if the provision of such Services or access to such Facilities would (i) violate any Law or any agreement or license to which the AIG Entities or the Company Entities are subject, including any Master Lease (as such term is defined in the Separation Agreement) or (ii) result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege); provided, however, that AIG and the Company shall 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 if AIG and the Company are unable to obtain such agreements, waivers and licenses, AIG and the Company shall use reasonable efforts to agree to the modification of the 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 described in clauses (i) and (ii) above; and provided, further, that neither AIG nor the Company (nor any of their respective Affiliates) shall be required to pay any fees or make other payments or incur any obligations (unless the Recipient agrees to pay AIG or its Affiliates for such fees or make such other payments or incur such obligations) to obtain any such agreements, waivers or licenses.