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 5.02 (the “To-be-Terminated Service”) and (ii) in the case of such termination, 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 (the “Adversely Affected Service”); and (c) in the event that the Parties have determined that such interdependencies exist and such termination would materially and adversely affect the Provider’s ability to provide a particular Service in accordance with this Agreement, the Parties shall negotiate in good faith to amend the Schedules hereto with respect to such Adversely Affected Service, which amendment shall be consistent with the terms of comparable Services. If, after such negotiations, the Parties are unable to agree on an amendment with respect to the Adversely Affected Service, the Dispute between the Parties shall be resolved in accordance with the terms of Section 9.16, and the Provider’s obligation to provide, and the Recipient’s obligation to pay for, the To-be-Terminated Service and the Adversely Affected Service shall continue until the resolution of such Dispute.
Appears in 4 contracts
Samples: Transition Services Agreement, Transition Services Agreement (Adient PLC), Transition Services Agreement (Adient LTD)
Interdependencies. The Parties acknowledge and agree that the right to terminate hereunder may relate to an individual Service or all Services. The Parties further 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 5.02 (the “To-be-Terminated Service”) 4.02 and (ii) in the case of such termination, 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 (the “Adversely Affected Service”); and (c) in the event that the Parties have determined that such interdependencies exist and (and, in the case of such termination would materially and adversely affect that the Provider’s ability to provide a particular Service in accordance with this AgreementAgreement would be materially and adversely affected by such termination), the Parties shall negotiate in good faith to amend the Schedules hereto Schedule 1 with respect to such Adversely Affected termination of such impacted Service, which amendment shall be consistent with the terms of comparable Services. If, after such negotiations, To the Parties are unable extent that the Provider’s ability to agree provide a Service is dependent on an amendment with respect to the Adversely Affected continuation of a specified Service, the Dispute between the Parties shall be resolved in accordance with the terms of Section 9.16, and the Provider’s obligation to provide, and the Recipient’s obligation to pay for, the To-be-Terminated Service and the Adversely Affected provide such dependent Service shall continue until terminate automatically with the resolution termination of such Disputesupporting Service.
Appears in 3 contracts
Samples: Transition Services Agreement (BBX Capital Corp), Transition Services Agreement (BBX Capital Florida LLC), Transition Services Agreement (BBX Capital Florida LLC)