Common use of Omitted Services Clause in Contracts

Omitted Services. If, at any time within six months following the Closing Date, NewCo becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not included in the Service Schedule and which (a) is not provided to NewCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo to conduct the Core MTS Business in substantially the same manner as provided during the twelve-month period prior to the Closing Date and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior to the Closing compared to MCK’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to EIS that is not included in the Service Schedule and which (a) is not provided to NewCo EIS pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business EIS in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business EIS as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following during the Closing DateTransition Services Period, NewCo Connect LLC becomes aware of any service that had been provided in the ordinary course during the six twelve (12) months prior to the Closing Date by MCK Change Healthcare or its Affiliates or subcontractors to the Core MTS Connect Business that is not included in the Service Schedule and which (a) is not provided to NewCo Connect LLC pursuant to another agreement between MCK Change Healthcare and NewCo Connect LLC or their respective Affiliates (and that the parties Parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Connect LLC to conduct the Core MTS Connect Business in substantially the same manner as provided during the twelve-twelve (12) month period prior to the Closing Date Date, and (c) has not been discontinued by MCK Change Healthcare for all of its other business units, then upon written notice from NewCo Connect LLC and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK Change Healthcare is a party party, and (3) MCKChange Healthcare’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK Change Healthcare for the purpose of or to have the effect of (except to the extent such effect is a result of NewCo Connect LLC being a bad actor) disproportionately discriminating against NewCoConnect LLC), the parties Parties shall negotiate in good faith an amendment to the Service Schedule Schedules in order to address the terms for such service as a “Service” provided under this Agreement (such Service, an “Omitted Service”), including negotiating the applicable Service Fees (to Fees, which will be calculated established on a time and materials basis at cost, consistent with MCKChange Healthcare’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) standard rates then in effect for such Serviceservices or such other amounts mutually agreed upon in writing by the Parties. If MCK Change Healthcare has not notified NewCo Connect LLC of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Connect Business as operated prior to the Closing compared to MCKChange Healthcare’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months following the Closing Date, NewCo MCK becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business to McKesson RemainCo that is not included in the Service Schedule and which (a) is not provided to NewCo MCK RemainCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo MCK to conduct the Core MTS Business McKesson RemainCo in substantially the same manner as provided during the twelve-month period prior to the Closing Date Date, and (c) has not been discontinued by MCK NewCo for all of its other business unitsthe Core MTS Business, then upon written notice from NewCo MCK and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements which would impact NewCo’s ability to which MCK is a party provide the requested service and (3) MCKNewCo’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK NewCo for the purpose of or have the effect of (except to the extent such effect is a result of NewCo MCK being a bad actor) disproportionately discriminating against NewCoMCK), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at NewCo’s cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK NewCo has not notified NewCo MCK of the discontinuation of a service Service that it provides for all of its other businessesthe Core MTS Business, and such discontinuation would disproportionately affect the Core MTS Business McKesson RemainCo as operated prior to the Closing compared to MCK’s other businessesthe Core MTS Business, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement.

Omitted Services. If, at any time within six months one hundred and fifty (150) days following the Closing DateEffective Date (or, NewCo becomes aware with respect to a Service to the extent provided in connection with a Delayed Asset, one hundred and fifty (150) days following the date of any the applicable Delayed Transfer), Recipient identifies a service (an “Omitted Service”) that (a) was provided or is substantially similar to a service that had been was provided by Provider or any Provider Affiliate to the Business in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not included in the Service Schedule and which (a) is not provided to NewCo pursuant to another agreement between MCK and NewCo or their respective Affiliates (and that the parties had not otherwise expressly agreed would not be provided)Baseline Period, (b) is reasonably necessary for NewCo the Business to conduct the Core MTS Business operate in substantially the same manner as provided the Business operated during the twelve-month period prior to the Closing Date and Baseline Period, (c) has is not been discontinued by MCK for all included in Exhibit A or Exhibit B, and (d) would not require Provider or its Affiliates to allocate resources or capabilities materially in excess of its other business unitsthen-current ordinary course resources and capabilities (provided, for clarity, that resources or capabilities necessary to prepare to make such service available or plan and execute the migration of such service shall not be deemed to be resources or capabilities materially in excess of Provider’s or its Affiliates’ then-current ordinary resources or capabilities, as long as providing the Omitted Service itself does not require Provider or its Affiliates to allocate resources or capabilities materially in excess of its then-current ordinary resources or capabilities), then upon written notice from NewCo the Parties shall amend Exhibit A to add such Omitted Service, and subject in such case, such Omitted Service will be deemed a Service hereunder; provided that Provider shall have no obligation to provide such Omitted Service unless and until the Parties mutually agree (1which agreement shall not be unreasonably withheld, conditioned, or delayed) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party on all terms and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK conditions for the purpose provision of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the Service Schedule in order to address the terms for such service as a Omitted Service, including negotiating the Initial Service Period and the Service Fee of such Omitted Service, which terms and conditions shall be consistent with the provisions of this Agreement, including the methodology to calculate the Service Fees (reflected herein and in Exhibit A. Each Party shall give due consideration to be calculated at cost, consistent business continuity concerns in connection with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) any request for such Service. If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior an Omitted Service pursuant to the Closing compared to MCK’s other businesses, subsection (c) of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreement2.4.

Omitted Services. If, at any time within six months during the sixty (60) day period immediately following the Closing Datedate of this Agreement, NewCo becomes aware of any Service Recipient identifies a service that had been was provided in the ordinary course connection with Service Recipient’s business (other than those services expressly excluded hereunder) during the six months prior Prior Period, or which are reasonably anticipated as of the date hereof to be necessary to continue to support Service Recipient’s business during the Term, but such services were inadvertently omitted from the list of Services in the applicable Schedule I hereto (each, to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not extent included in the Service Schedule and which (a) is not provided to NewCo Services pursuant to another agreement between MCK and NewCo this Section 2.5, an “Omitted Service”), then Service Provider shall use commercially reasonable efforts to cooperate with Service Recipient to amend the applicable Schedule I to add such Omitted Service as a Service; provided that Service Provider shall not be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service or their respective Affiliates (and if the provision of such Omitted Service would significantly disrupt the operation of its business. In the event that the parties had not otherwise expressly agreed would not Parties agree that Service Provider should provide any such Omitted Service, the Parties shall execute amendments for such Omitted Service to the applicable Schedule I for such Omitted Service that shall set forth, among other things, (i) the time period during which such Omitted Service shall be provided), (bii) is reasonably necessary a description of such Omitted Service in reasonable detail, (iii) primary points of contact for NewCo to conduct each of the Core MTS Business in substantially the same manner as provided during the twelve-month period prior Parties with respect to the Closing Date Service, (iv) any additional Fees, as applicable, related to such Omitted Service and agreed upon by the Parties, and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2v) any applicable restrictions additional terms and conditions specific to such Omitted Service. Service Provider’s obligations with respect to providing any such Omitted Service shall become effective only upon mutual agreement of the Parties as reflected in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCo), the parties shall negotiate in good faith an amendment to the applicable Schedule I being duly executed and delivered by each Party. Notwithstanding the foregoing, the time period for any such Omitted Service Schedule in order to address shall expire not later than the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo expiration of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business Term as operated calculated prior to the Closing compared to MCK’s other businesses, subsection (c) addition of this Section 1.3 will not be a basis for not providing such Omitted Service under this Agreementunless the Parties agree otherwise.

Omitted Services. If, at any time within six months following the Closing Date, NewCo becomes aware of any service that had been provided in the ordinary course during the six months prior to the Closing Date by MCK or its Affiliates to the Core MTS Business that is not included in the Service Schedule and which If either Party (a) is not identifies a service that (i) WDC provided to NewCo pursuant the Flash Business as of immediately prior to another agreement between MCK and NewCo or their respective Affiliates (and Closing that Spinco reasonably needs in order for the parties had not otherwise expressly agreed would not be provided), (b) is reasonably necessary for NewCo Flash Business to conduct the Core MTS Business continue to operate in substantially the same manner in which the Flash Business operated as provided during the twelve-month period of immediately prior to Closing and such service was not set forth on the Service Schedules (other than an Excluded Service) or (ii) the Flash Business provided to WDC as of immediately prior to Closing Date that WDC reasonably needs in order for the WDC Business to continue to operate in substantially the same manner in which the WDC Business operated as of immediately prior to Closing, and such service was not set forth on the Service Schedules (other an Excluded Service); provided that in each case of (i) and (c) has not been discontinued by MCK for all of its other business units, then upon written notice from NewCo and subject to (1) Applicable Law, (2) any applicable restrictions in third-party agreements to which MCK is a party and (3) MCK’s internal policies and procedures (so long as such policies and procedures are not implemented by MCK for the purpose of or have the effect of (except to the extent such effect is a result of NewCo being a bad actor) disproportionately discriminating against NewCoii), the parties requesting Party or its Affiliates do not have the ability or resources to perform the service or to obtain such service from a third party without undue hardship or expense (the services referenced in clause (i) and clause (ii), the “Omitted Services”), and (b) provides a written change request (in the form agreed by the Parties) to the other Party requesting such Omitted Service within ninety (90) days after the Closing, then such other Party shall negotiate in good faith to provide such Omitted Service, as applicable; provided that the actual Fees associated with any such Omitted Services will be determined in a manner consistent with the manner used to determine the compensation for similar Services; provided, however, that neither Party shall be obligated to provide any Omitted Service if it does not, in its reasonable judgment, have adequate resources to provide such Omitted Service. Without limiting the foregoing, Service Recipient shall bear all of Service Provider’s internal and external fully burdened costs and expenses, including Out-of-Pocket Costs, incurred in connection with the provision of the Omitted Services. The Parties shall document any such addition of an amendment Omitted Service in a Service Schedule. Such Service Schedule shall describe in reasonable detail the nature, scope, Service Term and other terms applicable for any such Omitted Services. Each such Service Schedule shall be deemed part of this TSA as of the date of such agreement and the Omitted Services set forth therein shall be deemed “Services” provided under this TSA, in each case subject to the Service Schedule in order to address the terms for such service as a Service, including negotiating the Service Fees (to be calculated at cost, consistent with MCK’s allocated cost or pass-through charges from third-parties consistently applied across MCK’s business units) for such Service. If MCK has not notified NewCo of the discontinuation of a service that it provides for all of its other businesses, and such discontinuation would disproportionately affect the Core MTS Business as operated prior to the Closing compared to MCK’s other businesses, subsection (c) conditions of this Section 1.3 will not be a basis for not providing such Omitted Service under this AgreementTSA.