Common use of Maintenance and Shutdowns Clause in Contracts

Maintenance and Shutdowns. If Service Provider determines that it is necessary to temporarily suspend a Transition Service due to the shutdown of the operation of any IT Assets, facilities, machinery, equipment or similar assets used in the provision of a Transition Service due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements (any such event, a “Shutdown”), Service Provider shall provide Service Recipient with reasonable prior written notice, which shall be provided promptly following the date established for any regularly scheduled Shutdown, of such Shutdown (including reasonable information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case Service Provider shall provide written notice as soon as reasonably practicable, and, in each case, thereafter such Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to minimize and mitigate any impact on or disruption to the Transition Services or the SpinCo Business caused by such Shutdown, and minimize the duration of the Shutdown. Service Recipient shall have no obligation to pay any Service Fees for any Transition Services that were not received as a result of such suspension of Transition Services, and the Parties will negotiate an appropriate and commercially reasonable reduction in the Service Fees for the impacted period(s) to reflect any such Transition Services not received. If, however, Service Provider or relevant Service Provider Party cannot provide such suspended Transition Service for a period of ten (10) consecutive days due to such Shutdown, then Service Recipient reserves the right to terminate such affected Transition Service. In the event the obligations of Service Provider or relevant Service Provider Party to provide any Transition Service shall be suspended or terminated in accordance with this Section 2.6(d), no Party shall have any Liability whatsoever to the other Party directly arising out of or solely relating to such suspension or termination of Service Provider’s or relevant Service Provider Party’s provision of such Transition Service, except to the extent (1) resulting from a breach by a Service Provider Party of any agreement or covenant required to be performed or complied with by a Service Provider Party pursuant to this Section 2.6(d) (but subject to the other limitations on Liability set forth in this Agreement) or (2) the Shutdown was caused by a Service Provider’s negligence in operating the IT Assets.

Maintenance and Shutdowns. If Service Provider the Company determines that it is necessary to temporarily suspend a Transition Service Distribution Activity due to the shutdown of the operation of any IT Assets, facilities, machinery, equipment or similar assets used in the provision performance of a Transition Service Distribution Activity due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements (any such event, a “Shutdown”), Service Provider the Company shall provide Service Recipient Parent with reasonable prior written notice, which shall be provided promptly following the date established for any regularly scheduled Shutdown, of such Shutdown (including reasonable information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case Service Provider the Company shall provide written notice as soon as reasonably practicable, and, in each case, thereafter such Service Provider the Company shall use commercially reasonable efforts to cooperate with Service Recipient Parent to minimize and or mitigate any impact on or disruption to the Transition Services Distribution Activities or the SpinCo Business caused by such Shutdown, and minimize the duration of the Shutdown. Service Recipient Parent shall have no obligation to pay any Service Fees amounts for any Transition Services Distribution Activities that were not received as a result of such suspension of Transition Services, and the Parties will negotiate an appropriate and commercially reasonable reduction in the Service Fees for the impacted period(s) to reflect any such Transition Services not receivedDistribution Activities. If, however, Service Provider the Company or relevant Service Provider Party cannot provide such suspended Transition Service Distribution Activities for a period of ten (10) consecutive days due to such Shutdown, then Service Recipient Parent reserves the right to terminate such affected Transition ServiceDistribution Activities. In the event the obligations of Service Provider the Company or relevant Service Provider Party to provide perform any Transition Service Distribution Activities shall be suspended or terminated in accordance with this Section 2.6(d2.5(d), no Party shall have any Liability whatsoever to the other Party directly arising out of or solely relating to such suspension or termination of Service Providerthe Company’s or relevant Service Provider Party’s provision performance of such Transition ServiceDistribution Activities, except to the extent (1) resulting from a breach by a Service Provider Party of any agreement or covenant required to be performed or complied with by a Service Provider Party pursuant to this Section 2.6(d2.5(d) (but subject to the other limitations on Liability set forth in this Agreement) or (2) the Shutdown was caused by a Service ProviderSupplier’s negligence in operating the IT Assets.

Maintenance and Shutdowns. If Service Provider Supplier determines that it is necessary to temporarily suspend a Transition Service Contract Manufacturing Services due to the shutdown of or the operation of any IT Assets, facilities, machinery, equipment or similar assets used in the provision of a Transition Contract Manufacturing Service due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements replacements, (any such event, a “Shutdown”), Service Provider Supplier shall provide Service Recipient Customer with reasonable prior written notice, which shall be provided promptly following the date established for any regularly scheduled Shutdown, of such Shutdown (including reasonable information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case Service Provider Supplier shall provide written notice as soon as reasonably practicable, and, in each case, thereafter such Service Provider Supplier shall use commercially reasonable efforts to cooperate with Service Recipient Customer to minimize and mitigate any impact on or disruption to the Transition Contract Manufacturing Services or the SpinCo Business caused by such Shutdown, and minimize the duration of the Shutdown. Service Recipient Customer shall have no obligation to pay any Service Fees fees for any Transition Contract Manufacturing Services that were not received as a result of such suspension of Transition Contract Manufacturing Services, and the Parties will negotiate an appropriate and commercially reasonable reduction in the Service Fees for the impacted period(s) to reflect any such Transition Services not received. If, however, Service Provider Supplier or its relevant Service Provider Supplier Party cannot provide such suspended Transition Contract Manufacturing Service for a period of ten (10) consecutive days due to such Shutdown, then Service Recipient Customer reserves the right to terminate such affected Transition Contract Manufacturing Service. In the event the obligations of Service Provider Supplier or its relevant Service Provider Supplier Party to provide any Transition Contract Manufacturing Service shall be suspended or terminated in accordance with this Section 2.6(d2.7(c), no Party shall have any Liability whatsoever to the other Party directly arising out of or solely relating to such suspension or termination of Service ProviderSupplier’s or its relevant Service Provider Supplier Party’s provision of such Transition Contract Manufacturing Service, except to the extent resulting from (1) resulting from a breach by a Service Provider Supplier Party of any agreement or covenant required to be performed or complied with by a Service Provider Supplier Party pursuant to this Section 2.6(d2.7(c) (but subject to the other limitations on Liability set forth in this Agreement) or (2) the Shutdown was caused by a Service ProviderSupplier’s negligence in operating the IT Assets.

Maintenance and Shutdowns. If Service Provider Supplier determines that it is necessary to temporarily suspend a Transition Service Contract Manufacturing Services due to the shutdown of or the operation of any IT Assets, facilities, machinery, equipment or similar assets used in the provision of a Transition Service Contract Manufacturing Services due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements replacements, (any such event, a “Shutdown”), Service Provider Supplier shall provide Service Recipient Customer with reasonable prior written notice, which shall be provided promptly following the date established for any regularly scheduled Shutdown, of such Shutdown (including reasonable information regarding the nature and the projected length of such Shutdown), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case Service Provider Supplier shall provide written notice as soon as reasonably practicable, and, in each case, thereafter such Service Provider Supplier shall use commercially reasonable efforts to cooperate with Service Recipient Customer to minimize and mitigate any impact on or disruption to the Transition Contract Manufacturing Services or the SpinCo Business caused by such Shutdown, and minimize the duration of the Shutdown. Service Recipient Customer shall have no obligation to pay any Service Fees fees for any Transition Contract Manufacturing Services that were not received as a result of such suspension of Transition Contract Manufacturing Services, and the Parties will negotiate an appropriate and commercially reasonable reduction in the Service Fees for the impacted period(s) to reflect any such Transition Services not received. If, however, Service Provider Supplier or its relevant Service Provider Supplier Party cannot provide such suspended Transition Contract Manufacturing Service for a period of ten (10) consecutive days due to such Shutdown, then Service Recipient Customer reserves the right to terminate such affected Transition Contract Manufacturing Service. In the event the obligations of Service Provider Supplier or its relevant Service Provider Supplier Party to provide any Transition Contract Manufacturing Service shall be suspended or terminated in accordance with this Section 2.6(d2.7(c), no Party shall have any Liability whatsoever to the other Party directly arising out of or solely relating to such suspension or termination of Service ProviderSupplier’s or its relevant Service Provider Supplier Party’s provision of such Transition Contract Manufacturing Service, except to the extent resulting from (1) resulting from a breach by a Service Provider Supplier Party of any agreement or covenant required to be performed or complied with by a Service Provider Supplier Party pursuant to this Section 2.6(d2.7(c) (but subject to the other limitations on Liability set forth in this Agreement) or (2) the Shutdown was caused by a Service ProviderSupplier’s negligence in operating the IT Assets.