Common use of Interdependencies Clause in Contracts

Interdependencies. (a) UTC and Carrier acknowledge and agree that (a) there may be interdependencies among the Services being provided to Carrier under this Agreement; (b) upon the request of UTC or Carrier, UTC and Carrier shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that Carrier is seeking to terminate pursuant to Section 5.03 and (ii) in the case of such termination, UTC’s ability to provide a particular Service to Carrier in accordance with this Agreement would be materially and adversely affected by such termination of another Service by Carrier; and (c) in the event that UTC and Carrier have determined that such interdependencies exist and such termination would materially and adversely affect UTC’s ability to provide a particular Service to Carrier in accordance with this Agreement, UTC and Carrier shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services, and (ii) if after such negotiation, UTC and Carrier are unable to agree on such amendment, UTC’s obligation to provide such Service to Carrier shall terminate automatically with such termination. (b) UTC and Otis acknowledge and agree that (a) there may be interdependencies among the Services being provided to Otis under this Agreement; (b) upon the request of UTC or Xxxx, UTC and Otis shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that Otis is seeking to terminate pursuant to Section 5.03 and (ii) in the case of such termination, UTC’s ability to provide a particular Service to Otis in accordance with this Agreement would be materially and adversely affected by such termination of another Service by Otis; and (c) in the event that UTC and Otis have determined that such interdependencies exist and such termination would materially and adversely affect UTC’s ability to provide a particular Service to Otis in accordance with this Agreement, UTC and Otis shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services, and (ii) if after such negotiation, UTC and Otis are unable to agree on such amendment, UTC’s obligation to provide such Service to Otis shall terminate automatically with such termination.

Interdependencies. (a) UTC and Carrier The Parties acknowledge and agree that (ai) there may be interdependencies among the Services being provided to Carrier under this Agreement; , (bii) upon the request of UTC any Provider or CarrierRecipient by Notice to Xxxxxx and AbbVie, UTC Xxxxxx and Carrier AbbVie shall cooperate and act in good faith to determine whether (iA) any such interdependencies exist with respect to the particular Service that Carrier such Provider or Recipient is seeking to terminate pursuant to terminate, reduce part of the scope or amount of, or extend, as applicable, in accordance with Section 5.02, Section 5.03 or Section 5.04, respectively, and (iiB) in the case of such terminationa termination or reduction, UTCthe Provider’s ability to provide a particular Service to Carrier in accordance with this Agreement would be materially and adversely affected by such termination termination, or reduction in part of the scope or amount, of another Service by Carrier; Service, as applicable, in accordance with Section 5.02 or Section 5.03, respectively, prior to the expiration of the period of the maximum duration for such Service, and (ciii) in the event that UTC Xxxxxx and Carrier AbbVie have determined that such interdependencies exist and such (and, in the case of a termination would materially and adversely affect UTCor reduction, as applicable, that the Provider’s ability to provide a particular Service to Carrier in accordance with this Agreement, UTC and Carrier shall (i) negotiate in good faith to amend the Schedules hereto with respect to such impacted Service prior to such termination, which amendment shall be consistent with the terms of comparable Services, and (ii) if after such negotiation, UTC and Carrier are unable to agree on such amendment, UTC’s obligation to provide such Service to Carrier shall terminate automatically with such termination. (b) UTC and Otis acknowledge and agree that (a) there may be interdependencies among the Services being provided to Otis under this Agreement; (b) upon the request of UTC or Xxxx, UTC and Otis shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that Otis is seeking to terminate pursuant to Section 5.03 and (ii) in the case of such termination, UTC’s ability to provide a particular Service to Otis in accordance with this Agreement would be materially and adversely affected by such termination the termination, or reduction in part of the scope or amount, of another Service by Otis; and (c) in the event that UTC and Otis have determined that such interdependencies exist and such termination would materially and adversely affect UTC’s ability to provide a particular Service to Otis Service, as applicable, in accordance with this AgreementSection 5.02 or Section 5.03, UTC respectively, prior to the expiration of the period of the maximum duration for such Service), the applicable Provider and Otis Recipient shall (i) negotiate in good faith to amend Schedule 1 of the Schedules hereto with respect applicable Joinder Agreement relating to the termination dates of such impacted Service prior Services and shall promptly provide Notice of such amendment (including a copy thereof) to Xxxxxx and AbbVie. Each such termination, which amendment amended Joinder Agreement pursuant to this Section 5.02 shall be consistent with deemed part of this Agreement as of the terms date of comparable Services, and (ii) if after such negotiation, UTC and Otis are unable to agree on such amendment, UTC’s obligation to provide such Service to Otis shall terminate automatically with such termination.