OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Adaptec shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by Adaptec immediately prior to the Separation Date and that Roxio reasonably believes was inadvertently or unintentionally omitted from the list of Services described in the Transition Service Schedules attached hereto, or (b) is in the reasonable opinion of the parties necessary or desirable to effectuate an orderly transition of the Roxio Business under the Master Separation and Distribution Agreement unless such performance would significantly disrupt Adaptec's operations or materially increase the scope of its responsibility under this Agreement. If Adaptec reasonably believes the performance of Additional Services required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, Adaptec and Roxio shall negotiate in good faith to establish terms under which Adaptec can provide such Additional Services, but Adaptec shall not be obligated to provide such Additional Services if, following good faith negotiation, the parties are unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. PMC agrees to enter into discussions with the Cendant Member to provide any Additional Services that (i) the Company is unable to obtain from a third party provider, (ii) are directly dependent upon or inextricably intertwined with the Termination Assistance Services or (iii) were inadvertently and unintentionally omitted from the list of Termination Assistance Services; provided, however, that PMC shall not be obligated to provide such Additional Services if, following good-faith negotiation, PMC and the Cendant Member are unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Cendant Operations agrees to enter into discussions with Xxxxxx Express to provide any Additional Services that (i) Xxxxxx Express is unable to obtain from a third party provider, (ii) are directly dependent upon or inextricably intertwined with the Services and (iii) were inadvertently and unintentionally omitted from the list of Services; provided, however, that Cendant Operations shall not be obligated to provide such Additional Services if, following good-faith negotiation, the Parties are unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, a Service Provider shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by the Service Provider immediately prior to the Separation Date and that the Service Recipient reasonably believes was inadvertently or unintentionally omitted from the list of Services, or (b) is essential to effectuate an orderly transition under the Master Separation and Distribution Agreement unless such performance would significantly disrupt the Service Provider's operations or materially increase the scope of its responsibility under this Agreement. If a Service Provider reasonably believes the performance of Additional Services required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, the Service Provider and the Service Recipient shall negotiate in good faith to establish terms under which the Service Provider can provide such Additional Services, but the Service Provider shall not be obligated to provide such Additional Services if, following good faith negotiation, the Service Provider is unable to reach agreement on such terms with the Service Recipient.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, a party shall be obligated to perform, at a charge determined using the principles consistent with those used for determining fees for other Services, any Additional Service that: (a) was provided by such party immediately prior to the Closing Date and that another party reasonably believes was inadvertently or unintentionally omitted from the list of Services described in the Services Schedule attached hereto, or (b) is in the reasonable opinion of the parties necessary or desirable to effectuate an orderly transition of the parties' businesses under the Separation Agreement unless such performance would significantly disrupt a party's operations or materially increase the scope of its responsibility under this Agreement. If a party reasonably believes the performance of an Additional Service required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, such party shall negotiate in good faith with the party seeking such Additional Service to establish terms under which such Additional Service may be provided, but such party shall not be obligated to provide such Additional Service if, following good faith negotiation, the affected parties are unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Eaton shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by Eaton immediately prior to the Separation Date and that was inadvertently or unintentionally omitted from the list of Services, or (b) is essential to effectuate an orderly transition under the Separation Agreement, unless such performance would significantly disrupt Eatox'x xxxrations or materially increase the scope of its responsibilities under this Agreement. If Eaton reasonably believes the performance of Additional Services required under clauses (a) or (b) of the preceding sentence would significantly disrupt its operations or materially increase the scope of its responsibilities under this Agreement, Eaton and Axcelis shall negotiate in good faith to establish terms under which Eaton can provide such Additional Services, but Eaton shall not be obligated to provide such Additional Services if, following good faith negotiation, Eaton and Axcelis are unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, 3Com shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by 3Com immediately prior to the Separation Date and that Palm reasonably believes was inadvertently or unintentionally omitted from the list of Services, or (b) is essential to effectuate an orderly transition under the Master Separation and Distribution Agreement unless such performance would significantly disrupt 3Com's operations or materially increase the scope of its responsibility under this Agreement. If 3Com reasonably believes the performance of Additional Services required under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, 3Com and Palm shall negotiate in good faith to establish terms under which 3Com can provide such Additional Services, but 3Com shall not be obligated to provide such Additional Services if, following good faith negotiation, it is unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, MRV shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (i) was provided by MRV immediately prior to the Separation Date and that Luminent reasonably believes was inadvertently or unintentionally omitted from the list of Services, or (ii) is essential to effectuate an orderly transition under the Master Separation and Distribution Agreement unless such performance would significantly disrupt MRV's operations or materially increase the scope of its responsibility under this Agreement. If MRV reasonably believes the performance of Additional Services required under subparagraphs (i) or (ii) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, MRV and Luminent shall negotiate in good faith to establish terms under which MRV can provide such Additional Services, but MRV shall not be obligated to provide such Additional Services if, following good faith negotiation, it is unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next ------------------------------------- sentence, the Providing Company shall be obligated to perform, at a reasonable charge, any Additional Service that: (A) was provided by the Providing Company immediately prior to the Separation Date and that Receiving Company reasonably believes was inadvertently or unintentionally omitted from the list of Services or (B) is essential to effectuate an orderly transition under the Separation and Distribution Agreement unless such performance would significantly disrupt Providing Company's operations or materially increase the scope of its responsibility under this Agreement. If Providing Company reasonably believes the performance of Additional Services required under subparagraphs (A) or (B) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, the Providing Company and Receiving Company shall negotiate in good faith to establish terms under which Providing Company can provide such Additional Services, but the Providing Company shall not be obligated to provide such Additional Services if, following good faith negotiation, it is unable to reach agreement on such terms.
OBLIGATIONS AS TO ADDITIONAL SERVICES. Except as set forth in the next sentence, Schlumberger shall be obligated to perform, at a charge determined using the principles for determining fees under Section 5.1, any Additional Service that: (a) was provided by Schlumberger immediately prior to the Separation Date, or (b) is essential to effectuate an orderly transition under the Master Separation and Sale Agreement, unless such performance would significantly disrupt Schlumberger's operations or materially increase the scope of its responsibilities under this Agreement. If Schlumberger reasonably believes the performance of Additional Services requested under subparagraphs (a) or (b) would significantly disrupt its operations or materially increase the scope of its responsibility under this Agreement, Schlumberger and NPT shall negotiate in good faith to establish terms under which Schlumberger can provide such Additional Services, but Schlumberger shall not be obligated to provide such Additional Services if, following good faith negotiation, it is unable to reach agreement on such terms.
