No Cost Services. Any services provided to the Charter School by OIG or OSP in connection with Exhibit D are provided for the benefit and safety of all Chicago Public Schools students and shall be provided at no cost to the Charter School.
No Cost Services. GBT Holdco acknowledges and agrees that the services provided to Amex and the TLS Reps hereunder, including those described in Exhibit IIIA hereto, are at no cost to either Amex or the TLS Reps, other than (i) those costs set forth in the Transition Services Agreement (as defined in the Share Purchase Agreement) and (ii) those costs set forth in Section 2.05(c) and Section 2.06(a)(ii) herein.
No Cost Services. Notwithstanding anything to the contrary in this Agreement, any Purchased Assets that are required for both (i) the research, design, manufacturing, production, marketing, sale, maintenance, warehousing, shipping, disposal, and testing, as applicable, by a Recipient, of PSAN Inflators, and (ii) the research, design, manufacturing, production, marketing, sale, maintenance, warehousing, shipping, disposal, and testing, as applicable, of non-PSAN Inflator Products, by Service Provider (or its Affiliates), will be made available by Service Provider to the applicable Recipient through Services under this Agreement at no cost to such Recipient. In accordance with the foregoing, each Recipient (or Service Provider, as applicable) shall not be charged depreciation charges or lease, rental or license charges or fee for hardware or software owned by Service Provider or its Affiliates that is acquired by it or them as a Purchased Asset, but such Recipient will be charged severally and not jointly (a) for its applicable share (in accordance with Section 5.2) of ongoing (as contrasted with prepaid prior to or at the U.S. Closing) lease, rental or license fees, or other payments, to third parties under Contracts, whether included in the Purchased Assets or otherwise, and (b) for costs and expenses associated with the use, operation and maintenance of any Purchased Assets to the extent attributable to the research, design, manufacturing, production, marketing, sale, maintenance, warehousing, shipping, disposal, and testing, as applicable, by a Recipient, of PSAN Inflators or otherwise to the conduct of the PSAN Inflator Business (e.g., electricity, consumables, etc.) as well as the office, manufacturing facility, warehouse and other real estate costs and expenses set forth in Schedule 2.9, but only to the extent such costs and expenses are included in Service Provider’s or its Affiliates’ Fully Burdened Costs, regardless of whether such offices, manufacturing facilities, warehouses and other facilities or other real estate are part of the Purchased Assets. The foregoing in this Section 5.1 shall apply mutatis mutandis to equipment retained by Recipients and used to provide Equipment Maintenance Services.
