Common use of NewCo’s Obligations Clause in Contracts

NewCo’s Obligations. Notwithstanding anything to the contrary in this Agreement, NewCo will not be required to perform any Service if doing so would require NewCo to (a) hire any new employees, consultants or other personnel (it being understood that, for the avoidance of doubt, employees, consultants or other personnel hired to replace employees, consultants or other personnel who may have departed or otherwise been redeployed by NewCo shall not be considered “new” for purposes of the foregoing), (b) violate any Applicable Law or NewCo internal compliance policies or procedures (so long as such policies and procedures are not implemented by NewCo for the purpose of or have the effect of (except to the extent such effect is a result of MCK being a bad actor) disproportionately discriminating against MCK) or (c) breach any contract by which NewCo is bound, provided, that NewCo will undertake good faith, commercially reasonable efforts, with MCK’s reasonable cooperation, to obtain a waiver or third-party consent if necessary to perform such Service. In addition and without limiting the foregoing, if the performance of a particular Service requires NewCo and its Affiliates to obtain any additional third-party licenses or consents, or any software, technology or other goods, services or materials that are neither in NewCo’s possession nor included in the Service Fees, then NewCo may so inform MCK’s Project Manager, and if MCK does not agree to pay actual costs for such items (with the parties consulting with each other on ways to minimize such costs), NewCo will be excused from its obligation to perform the applicable Services to the extent such items are required. To the extent that MCK directly pays a third-party the actual costs for such items, any Service Fees that were calculated assuming that NewCo would be paying such costs shall be adjusted accordingly.