Common use of HMO AGREEMENTS Clause in Contracts

HMO AGREEMENTS. (i) Before the Distribution Date, ATI shall use its Reasonable Efforts to amend all letter agreements with HMOs that provide medical services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all HMO Agreements into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions of such HMO Agreements from Immediately After the Distribution Date until December 31, 2000 on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Water Pik which are identical to the HMO Agreements (or such other arrangements as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the HMO Agreements. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATI's efforts. (iii) Notwithstanding anything in this Article V to the contrary, Water Pik shall have the sole discretion to determine which HMOs to offer to the participants in the Water Pik Health and Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which Water Pik participates pursuant to this Section 5.2(c) shall provide Water Pik with the right to discontinue its participation effective January 1, 2001.

HMO AGREEMENTS. (i) Before the Distribution Date, ATI shall use its Reasonable Efforts to amend all letter agreements with HMOs that provide medical services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as of the date of this Agreement to permit Water Pik Teledyne Technologies to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all HMO Agreements into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik Teledyne Technologies to participate in the terms and conditions of such HMO Agreements from Immediately After the Distribution Date until December 31, 2000 on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik Teledyne Technologies of, the manner in which Water Pik's Teledyne Technologies' participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Water Pik's Teledyne Technologies' participation may be effectuated include automatically making Water Pik Teledyne Technologies a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Water Pik Teledyne Technologies which are identical to the HMO Agreements (or such other arrangements arrangement as to which ATI and Water Pik Teledyne Technologies shall mutually agree). Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Water Pik Teledyne Technologies hereby authorizes ATI to act on its behalf to extend to Water Pik Teledyne Technologies the terms and conditions of the HMO Agreements. Water Pik Teledyne Technologies shall fully cooperate with ATI in such efforts, and Water Pik Teledyne Technologies shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATI's efforts. (iii) Notwithstanding anything in this Article V to the contrary, Water Pik Teledyne Technologies shall have the sole discretion to determine which HMOs to offer to the participants in the Water Pik Teledyne Technologies Health and Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which Water Pik Teledyne Technologies participates pursuant to this Section 5.2(c) shall provide Water Pik Teledyne Technologies with the right to discontinue its participation effective January 1, 2001.

HMO AGREEMENTS. (i) Before the Distribution Date, ATI AT&T shall use its Reasonable Efforts reasonable best efforts to amend all letter agreements with HMOs that provide medical services under the ATI AT&T Medical Plans for 1999 1996 ("HMO Agreements") in existence as of the date of this Agreement to permit Water Pik Lucent to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After after the Distribution Date until December 31, 20001996. ATI AT&T shall use its Reasonable Efforts reasonable best efforts to cause all HMO Agreements into which ATI AT&T enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik Lucent to participate in the terms and conditions of such HMO Agreements from Immediately After after the Distribution Date until December 31, 2000 1996 on the same basis as ATI.AT&T. (ii) ATI AT&T shall have the right to determine, and shall promptly notify Water Pik Lucent of, the manner in which Water PikLucent's participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Water PikLucent's participation may be effectuated include automatically making Water Pik Lucent a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Water Pik Lucent which are identical to the HMO Agreements (or such other arrangements as to which ATI and Water Pik shall mutually agree)Agreements. Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Water Pik Lucent hereby authorizes ATI AT&T to act on its behalf to extend to Water Pik Lucent the terms and conditions of the HMO Agreements. Water Pik Lucent shall fully cooperate with ATI AT&T in such efforts, and Water Pik Lucent shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATIAT&T's efforts. (iii) If AT&T determines that it will not be successful in negotiating arrangements that will permit compliance with Sections 5.7(c)(i) and 5.7(c)(ii), AT&T shall so notify Lucent promptly, but no event later than July 20, 1996, and after such notification, Lucent shall be released from the restriction contained in the last sentence of Section 5.7(c)(ii). In such case, Lucent shall enter into letter agreements with one or more HMOs to provide benefits under the Lucent Medical Plans, at least through December 31, 1996, in the geographic area serviced by the HMOs covered by AT&T's notice. AT&T shall, if requested by Lucent and permitted by the HMOs, arrange for the continued provision under its HMO Agreements of medical services to Lucent Medical Plan participants from Immediately after the Distribution Date through December 31, 1996, and Lucent shall bear all costs incurred by AT&T to continue such services. (iv) Notwithstanding anything in this Article V to the contrary, Water Pik Lucent shall have the sole discretion to determine which HMOs to offer to the participants in the Water Pik Health and Welfare Lucent Medical Plans for 2001 1997 and subsequent years, and all HMO Agreements in which Water Pik Lucent participates pursuant to this Section 5.2(c5.7(c) shall provide Water Pik Lucent with the right to discontinue its participation effective January 1, 20011997.

HMO AGREEMENTS. (i) Before the Distribution Date, ATI shall use its Reasonable Efforts to amend all letter agreements with HMOs that provide medical services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as of the date of this Agreement to permit Water Pik Spinco to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all HMO Agreements into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik Spinco to participate in the terms and conditions of such HMO Agreements from Immediately After the Distribution Date until December 31, 2000 on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik Spinco of, the manner in which Water PikSpinco's participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Water PikSpinco's participation may be effectuated include automatically making Water Pik Spinco a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Water Pik Spinco which are identical to the HMO Agreements (or such other arrangements arrangement as to which ATI and Water Pik Spinco shall mutually agree). Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Water Pik Spinco hereby authorizes ATI to act on its behalf to extend to Water Pik Spinco the terms and conditions of the HMO Agreements. Water Pik Spinco shall fully cooperate with ATI in such efforts, and Water Pik Spinco shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATI's efforts. (iii) Notwithstanding anything in this Article V to the contrary, Water Pik Spinco shall have the sole discretion to determine which HMOs to offer to the participants in the Water Pik Spinco Health and Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which Water Pik Spinco participates pursuant to this Section 5.2(c) shall provide Water Pik Spinco with the right to discontinue its participation effective January 1, 2001.

HMO AGREEMENTS. (i) Before the Distribution Date, ATI shall use its Reasonable Efforts to amend all letter agreements with HMOs that provide medical services under the ATI Medical Plans for 1999 ("HMO Agreements") in existence as of the date of this Agreement to permit Water Pik Spinco to participate in the terms and conditions of such HMO Agreements, in each case, from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all HMO Agreements into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik Spinco to participate in the terms and conditions of such HMO Agreements from Immediately After the Distribution Date until December 31, 2000 on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik Spinco of, the manner in which Water PikSpinco's participation in the terms and conditions of all HMO Agreements as set forth above shall be effectuated. The permissible ways in which Water PikSpinco's participation may be effectuated include automatically making Water Pik Spinco a party to the HMO Agreements or obligating the HMOs to enter into letter agreements with Water Pik Spinco which are identical to the HMO Agreements (or such other arrangements as to which ATI and Water Pik Spinco shall mutually agree). Such terms and conditions shall include the financial and termination provisions of the HMO Agreements. Water Pik Spinco hereby authorizes ATI to act on its behalf to extend to Water Pik Spinco the terms and conditions of the HMO Agreements. Water Pik Spinco shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third-party, that would prejudice ATI's efforts.and (iii) Notwithstanding anything in this Article V to the contrary, Water Pik Spinco shall have the sole discretion to determine which HMOs to offer to the participants in the Water Pik Spinco Health and Welfare Plans for 2001 and subsequent years, and all HMO Agreements in which Water Pik Spinco participates pursuant to this Section 5.2(c) shall provide Water Pik Spinco with the right to discontinue its participation effective January 1, 2001.