Common use of Interdependencies Clause in Contracts

Interdependencies. The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 6.01 and (ii) in the case of such termination, Service Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect Service Provider’s ability to provide a particular Service in accordance with this Agreement, (i) the Parties shall negotiate in good faith to amend the Schedules 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, the Parties are unable to agree on such amendment, Service Provider’s obligation to provide such impacted Service shall terminate automatically with such termination; provided that in the event the Parties determine that interdependencies exist with respect to a Service in accordance under the foregoing clause (b), Service Recipient may withdraw any early termination notice previously given pursuant to Section 3.01.

Appears in 3 contracts

Samples: Transition Services Agreement (Kellanova), Transition Services Agreement (WK Kellogg Co), Transition Services Agreement (WK Kellogg Co)

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Interdependencies. The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party is seeking to terminate pursuant to Section 6.01 5.03 and (ii) in the case of such termination, Service the Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect Service the Provider’s ability to provide a particular Service in accordance with this Agreement, the Parties shall (i) the Parties shall 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, Services and (ii) if after such negotiation, the Parties are unable to agree on such amendment, Service the Provider’s obligation to provide such impacted Service shall terminate automatically with such termination; provided that in the event the Parties determine that interdependencies exist with respect to a Service in accordance under the foregoing clause (b), Service Recipient may withdraw any early termination notice previously given pursuant to Section 3.01.

Appears in 2 contracts

Samples: Transition Services Agreement (Alcoa Corp), Transition Services Agreement (Alcoa Upstream Corp)

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Interdependencies. The Parties acknowledge and agree that (a) there may be interdependencies among the Services being provided under this Agreement; (b) upon the request of either Party, the Parties shall cooperate and act in good faith to determine whether (i) any such interdependencies exist with respect to the particular Service that a Party Service Recipient is seeking to terminate pursuant to Section 6.01 5.02 and (ii) in the case of such termination, Service Provider’s ability to provide a particular Service in accordance with this Agreement would be materially and adversely affected by such termination of another Service; and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect Service Provider’s ability to provide a particular Service in accordance with this Agreement, the Parties shall (i) the Parties shall 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, the Parties are unable to agree on such amendment, Service Provider’s obligation to provide such impacted Service shall terminate automatically with such termination; provided that in the event the Parties determine that interdependencies exist with respect to a Service in accordance under the foregoing clause (b), Service Recipient may withdraw any early termination notice previously given pursuant to Section 3.01.

Appears in 2 contracts

Samples: Transition Services Agreement (Embecta Corp.), Transition Services Agreement (Embecta Corp.)

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