Common use of Omitted Services Clause in Contracts

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were provided by a party or its Affiliates to the other party in the four (4) months prior to the Effective Date and (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectively, the “Omitted Services”). Each party may provide written notice to the other party requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective Date. The Parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Parties; provided, however, that (x) the Omitted Services shall be provided in substantially the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicable.

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe Recipient may ask that the Services. HoweverProvider provide any service that was not set forth in Exhibit A, the Parties acknowledge and agree but that there may be services which are not identified on the Schedules that (i) (A) were was provided by a party or its Affiliates to the other party in Business during the four (4) months prior period from December 1, 2012 to the Effective Date and date hereof (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectivelyperiod, the “Lookback Period” and each requested service, an “Omitted ServicesService”). Each party may provide , by sending a written notice request to the other party requesting Provider: (w) within three (3) months after the date hereof, or (x) for an Omitted Service that has historically been provided on a quarterly basis, promptly after discovering the need for such Omitted Services setting forth Service and in reasonable detail a description no event later than forty-five (45) days from the end of the requested first full quarterly period after the date hereof to which such Omitted Service(sService is related, or (y) for an Omitted Service that has historically been provided on an annual basis, promptly after discovering the need for such Omitted Service and in no event later than ninety (90) days from the proposed start date (a) at any time during end of the first one hundred and twenty relevant annual period after the date hereof to which such Omitted Service is related. Within a reasonable timeframe after the receipt of such request (120) days following taking into account the Effective Date. The Parties agree to cooperate and nature of the Omitted Service), the parties shall negotiate in good faith using commercially reasonable efforts in order the implementation and duration of such Omitted Service. Provider shall provide or cause to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Parties; provided, however, that (x) the Omitted Services shall be provided in substantially such Omitted Service, with the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Commencement Date and the price for such Omitted Services Service starting on the date upon which Provider first provides or causes to be provided such service. Unless otherwise agreed in good faith between the parties, the cost of such Omitted Service shall be set in accordance with Section 5.1 and reasonably consistent with the methodologies set forth in Section 5.01methodology and monetary values used to calculate the Fees for services, if any, of substantially similar type that are performed with substantially similar personnel (y) the Provider shall be afforded a reasonable period whether of time to commence providing any Omitted Service after Seller or third-parties). The provision of such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicableExhibit A, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Transition Service. Unless otherwise agreed by the Partiesparties, the term for such Omitted Services shall be no later than the latest Service Termination Date in accordance with Section 6.1 hereto. The foregoing obligations of the Services Provider with respect to an Omitted Service shall not apply with respect to any services that (a) were intentionally discontinued in the ordinary course of business prior to one (1) month preceding the date hereof and discontinued other than in anticipation of the transactions contemplated by the Master Agreement or (b) are excluded services set forth in Exhibit B. Furthermore, the Provider shall not be obligated to provide any Omitted Service (i) to the extent that both the human resources and systems reasonably required to provide such Omitted Service have been transferred to the Purchaser (or were offered to be transferred and declined at Purchaser’s option) in connection with the sale of the MONY business, provided that if only a portion of the resources reasonably required to provide such Omitted Service have been transferred to the Purchaser in connection with the sale of the MONY business, the Provider shall, subject to the rest of this Section 2.2, negotiate in good faith with respect to the provision of the portion of such Omitted Service for which Provider has retained the necessary resources; (ii) if the Recipient or Provider has identified (and in Provider’s case, given to Recipient written notice of), or if the Recipient (with Provider’s reasonable assistance) has not made reasonable efforts to identify an alternative service provider (including the Purchaser or any of its Affiliates) to provide services that are substantially similar to such Omitted Service at a substantially similar service level and cost as was performed by the Provider in the Business on Schedule A or Schedule Bafter December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for the Omitted Service has arisen, including time sensitivity and Applicable Law; or (iii) if personnel at a specific level of seniority or with specific expertise are reasonably necessary for the provision of the Omitted Service, and the performance of the Omitted Service by such personnel would proximately cause a material disruption to the ability of the Provider or any of its Affiliates to conduct its own business. The Provider may ask that the Recipient provide services reasonably necessary for the conduct of the Seller’s business, as applicableconducted during the Lookback Period, that was previously performed by personnel previously employed by Seller during the Lookback Period that are employed by Recipient at the time of request (such personnel, “Reverse Services Employees”), by sending a written request to the Recipient within three months of the date hereof. Unless otherwise agreed in good faith by the Transition Committee, the scope of such services shall not exceed the tasks performed by such Reverse Services Employee for Seller during the Lookback Period. Within a reasonable timeframe after the receipt of such request (taking into account the nature of the service being requested), the parties shall negotiate in good faith the implementation, cost and duration of such services, upon agreement, the “Reverse Transition Services.” The cost of such Reverse Transition Services shall be listed on Exhibit C. Recipient shall provide or cause to be provided such service, with the Commencement Date for such service starting on the date upon which Recipient first provides or causes to be provided such service. The provision of such Reverse Transition Services shall in all respects be subject to the terms of this Agreement shall be added to Exhibit C, and shall constitute an amendment to this Agreement. Notwithstanding the foregoing, the Recipient shall not be obligated to provide any Reverse Transition Service (i) to the extent that either the human resources or the systems reasonably required to provide such Reverse Transition Service have not been transferred to the Purchaser in connection with the sale of the MONY business, provided that if a portion of the resources reasonably required to provide such Reverse Transition Service has been transferred to the Purchaser in connection with the sale of the MONY business, the Recipient shall, subject to the rest of this Section 2.2, negotiate in good faith with respect to the provision of the portion of such Reverse Transition Service for which the necessary resources have been transferred to the Recipient; (ii) if the Recipient or Provider has identified (and in Recipient’s case, given to Provider written notice of), or if the Provider has not made reasonable efforts to identify an alternative service provider (including the Provider or any of its Affiliates) to provide services that are substantially similar to such Reverse Transition Service at a substantially similar service level and cost as was performed by the Provider in the Business on or after December 1, 2012; provided that such determination has reasonably taken into account the circumstances under which the need for the Reverse Transition Service has arisen, including time sensitivity and Applicable Law, or (iii) if the performance of the Reverse Transition Service by such Reverse Services Employees would proximately cause a material disruption to the ability of the Recipient to conduct its own business.

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Scheduled Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules Schedule 1 or Schedule 2, as applicable, that (i) (A) in the case of the CLNC Services, were provided by a party Service Provider to a Service Recipient or its subsidiaries during the Look-Back Period, (B) had been performed by the employees now employed by a Service Provider or its Affiliates or provided pursuant to the other contracts to which a Service Provider or its Affiliates is now a party in the four (4) months prior to the Effective Date or assets now owned by Service Provider or its Affiliates, and (BC) are necessary for the Company or Genworth, as applicable, to operate the manner that business of the Service Recipient (as such party operated in business is currently conducted) after the twelve (12) months prior to the Effective Closing Date (collectively, the “Omitted Services”). Each party At any time during the sixty (60) day period immediately following the Effective Date, a Service Recipient may provide written notice to the other party its Service Provider requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and ), the proposed start date (a) at any time during or dates and the first one hundred and twenty (120) days following the Effective Dateproposed termination date or dates. The Parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Parties; provided, provided however, that (x) if the Parties cannot agree on the termination date or dates of the Omitted Services Service(s), such service(s) shall be provided in substantially the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, a ninety (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates90)-day term. Any Omitted Services shall be subject in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A 1 or Schedule B2, as applicable, shall constitute an agreed amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Scheduled Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicable.

Omitted Services. The Parties each have used commercially reasonable efforts to identify (a) If, within six (6) months after the Distribution Date, NCR or ATMCo identifies and describe requests in writing a service that the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were provided by a party other Party or its Affiliates Group provided to the other party in Business of the four (4) months prior to the Effective Date and (B) are necessary for the Company or Genworthrequesting Party, as applicablerespectively, to operate the manner that such party operated in during the twelve (12) months prior to the Effective Distribution Date that the requesting Party or its Group reasonably requires in order for its Business to continue to operate in substantially the same manner in which the Business operated prior to the Distribution Date, and such service was not included in Schedule 1 or Schedule 2 (collectivelyand is not an Excluded Service), then, in each case, ATMCo and NCR shall negotiate in good faith for the provision thereof hereunder if the applicable Provider is reasonably able to provide such requested service (and the applicable Recipient is not reasonably able to provide or procure from another Person such requested service) (it being agreed that it shall not be considered unreasonable to procure a service from another Person simply because the cost charged by such Person is greater than the historical cost such service was provided to the requesting Party or as would be charged by the Provider), and if so, subject to the Parties reaching an agreement pursuant to Section 2.03(b), the applicable Provider will use commercially reasonable efforts to provide, or cause to be provided, such requested service (such services, the “Omitted Services”). Each party may provide written notice . (b) In the event that the Parties reach an agreement with respect to providing an Omitted Service, the other party requesting Parties or their respective Relationship Managers shall amend the appropriate Schedule in writing to include such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective Date. The Parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions with respect thereto that are mutually agreed to by the Parties; provided, however, that including (xi) the termination date with respect to such Omitted Services Services, which shall in no event be provided in substantially later than the same manner end of the Term and on substantially similar terms (ii) the monthly fees and conditions as were applicable prior any other fees and expenses for such Omitted Services, determined pursuant to Section 3.01(b). Upon such amendment of the Effective Date and the price for appropriate Schedule, such Omitted Services shall be set deemed Services hereunder, and accordingly, the Party requested to provide such Omitted Services shall provide such Omitted Services, or cause such Omitted Services to be provided, in accordance with the methodologies set forth in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, other terms and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms conditions of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicable.

Omitted Services. The Parties each have used commercially reasonable efforts to identify (a) If, within twelve (12) months after the Effective Date, SharkNinja or JS Global identifies and describe the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules requests in writing a service that (i) (A) were provided by a party the other Party or its Affiliates Group provided to the other party in Business of the four requesting Party, respectively, during the twelve (412) months month period prior to the Effective Date Date, (ii) the requesting Party or its Group reasonably requires in order for its Business to continue to operate in substantially the same manner in which the Business operated prior to the Effective Date, (iii) such service was not included in Schedule 1 or Schedule 2 (and is not an Excluded Service or a service provided for under another Ancillary Agreement), and (Biv) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months month period prior to the Effective Date was not discontinued as a service provided by Provider to its own Affiliates or in the process of being phased out as a service provided to all of Provider’s own Affiliates (collectively, the an “Omitted ServicesService”). Each party may provide written notice to the other party requesting such Omitted Services setting forth , then, in reasonable detail a description of the requested Omitted Service(s) each case, JS Global and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective Date. The Parties agree to cooperate and SharkNinja shall negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding for the provision of thereof hereunder if the applicable Provider is reasonably able to provide such requested service (and the applicable Recipient is not reasonably able to provide or procure from another Person such requested service), and if so, subject to the Parties reaching an agreement, the applicable Provider will provide, or cause to be provided, the relevant Omitted Service. Any such Omitted Services shall constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement as if fully set forth on reasonable Schedule 1 or Schedule 2, as applicable. The duration for any Omitted Service shall be the minimum period necessary for Recipient to transition off the relevant Omitted Service (but no longer than the end of the Term), and the Service Fees for any Omitted Service shall be calculated in a manner consistent with other comparable Services hereunder. (b) Subject to the foregoing Section 2.03(a), in the event that SharkNinja or JS Global requests that, in addition to the Services, certain other services be made available by the Provider that are not Excluded Services or a Service provided under another Ancillary Agreement (the “Other Services”), Provider shall have no obligation to provide any Other Services. If the Provider, in its sole discretion, agrees to provide any Other Services, the Provider and the Recipient shall negotiate in good faith the terms therefor, including duration for providing such Other Services and fees therefor. The provision, if any, of any Other Services shall be on the terms and conditions that are agreed upon between the Provider and the Recipient and set forth on a schedule to be attached hereto or as an amendment to this Agreement. Any such Other Services mutually agreed to by the Parties; provided, however, that (x) the Omitted Services shall be provided in substantially the same manner parties hereto and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth on an exhibit or included in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicableconstitute “Services” hereunder.

Omitted Services. The Parties each have used commercially reasonable efforts If any services (other than Excluded Services) that were previously provided to identify and describe or for the Services. Howeverbenefit of either Party or their respective Subsidiaries, or caused to be provided to or for the Parties acknowledge and agree benefit of either Party or their respective Subsidiaries during the Reference Period that there may be services which Parent or SpinCo reasonably believes are not identified on necessary for such Party to operate the Schedules that (i) (A) were provided by a party Parent Business or its Affiliates to the other party SpinCo Business, respectively, in substantially the four (4) months same manner as such business was conducted prior to the Effective Date Distribution Date, and such services have been omitted from Schedule I hereto (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectively, the “Omitted Services”). Each party may , then (i) at the request of Service Recipient (made within three months after the Distribution Date) and (ii) so long as Service Recipient is unable to secure such services from a Third Party on commercially reasonable terms, Service Provider shall use commercially reasonable efforts to provide such services, or cause such services to be provided, as promptly as reasonably practicable, pursuant to a supplemental written notice to schedule mutually agreed upon by the other party requesting Parties acting reasonably and in good faith (each such Omitted Services supplemental written schedule, a “Supplemental Schedule”), setting forth in reasonable detail a description of the requested nature, scope, term, rates, termination provisions and other terms applicable to such Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective Date. The Parties agree Service to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Partiesbe provided; provided, however, that no Party shall be obligated to provide such services if (x) the Omitted Services Parties are unable to reach agreement on the terms thereof or (y) Service Provider does not, in its reasonable judgment, have the capability and existing capacity to provide such services or if the provision of any such services would significantly disrupt the operation of its or its Subsidiaries’ businesses; provided, further, that (x) the Service Fees shall be provided in substantially the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, fully loaded costs of Service Provider to provide any such Omitted Service and (y) that the obligations of Service Provider to provide any Omitted Services shall be subject to Service Recipient’s use of its commercially reasonable efforts to cooperate with Service Provider in the provision of such services, and to the extent that changes to the systems, operations or business of Service Recipient implemented in connection with the transactions contemplated by the Separation and Distribution Agreement after the Distribution Date require alterations in the means of providing any such service, Service Provider shall be afforded a obligated only to use its commercially reasonable period of time efforts to commence providing any Omitted Service after make such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an alterations. Any Omitted Service that the is provided or caused to be provided by Service Provider no longer provides pursuant to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, Section 2.6 shall be considered added to Schedule A a “Transition Service” or Schedule Ba “Reverse Transition Service”, as applicable, shall constitute an amendment to for the purposes of this Agreement which (other than as specifically indicated herein). For the avoidance of doubt, any Supplemental Schedule shall be signed by deemed to be part of Schedule I hereto. Notwithstanding anything to the Parties contrary that may be set forth or implied elsewhere in this Agreement or in the Separation and Distribution Agreement, Service Provider shall not, and shall thereafter be considered a Service. Unless otherwise agreed by under no obligation to, provide any Excluded Services after the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicableDistribution Date.

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were provided by a party or its Affiliates to the other party in the four (4) months prior to the Effective Date and (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectively, the “Omitted Services”). Each party may provide written notice to the other party requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and the proposed start date (a) at any time Any services not agreed upon in a Schedule but provided during the first Pre-Effective Date Period by an AIG Group Member to a Company Group Member, or by a Company Group Member to an AIG Group Member, can be requested in writing until the date that is one hundred and twenty (120) days following after the Effective DateDate by a Party to this Agreement upon reasonable notice to the other Party’s applicable service manager and Contract Manager in accordance with Section 7.02; provided, that a service provided only on a periodic basis not agreed upon in a Schedule but provided during the Pre-Effective Date Period by an AIG Group Member to a Company Group Member, or by a Company Group Member to an AIG Group Member, can be so requested until the later of the date that is (x) one hundred and twenty (120) days after the Effective Date or (y) thirty (30) days after the date that such service should have been provided by a Party to this Agreement if it were a Scheduled Service (e.g., thirty (30) days after the first calendar year end if the service was only provided at calendar year end). Upon receipt of such notice, within a commercially reasonable period of time under the circumstances, (I) AIG shall provide or cause to be provided to the Company Group such additional services (the “Company Received Omitted Services”), and (II) the Company shall provide or cause to be provided to the AIG Group such additional services (the “AIG Received Omitted Services”, and collectively with the Company Received Omitted Services, the “Omitted Services”), in each case (x) only to the extent (1) that after using diligent efforts to identify and enter into commercially reasonable arrangements with another provider with respect to the provision of such Omitted Service, such Recipient has been unable to procure such Omitted Service from a provider other than the Provider on commercially reasonable terms and (2) such Provider owns or has access on commercially reasonable terms to the assets and resources necessary to provide such Omitted Services, and (y) on the terms and conditions (other than price) as were applicable to such services prior to the Effective Date for a term determined pursuant to Section 6.01 and with any applicable Set-Up Costs and any termination charges, determined pursuant to Section 6.02, which price, terms and charges shall be (1) proposed in writing by the applicable Provider within five (5) Business Days of the request from the applicable Recipient for such Omitted Services, or such longer time as the Contract Managers may agree, and (2) agreed by the Parties on or about the time the Provider begins to provide such Omitted Services. If the Parties fail to reach agreement on the amount of the Agreed Price, Initial Scheduled Term, Extended Scheduled Term, or any applicable termination charges or Set-Up Costs, such issues shall be resolved in accordance with Section 7.08(a), but any such failure to reach agreement on the foregoing shall not delay the provision of the Omitted Service. The Parties agree shall enter into an amendment to cooperate and negotiate in good faith using commercially reasonable efforts in order this Agreement, amending the applicable Schedule 2.01-1 or Schedule 2.01-2 to come to an agreement regarding include the provision of Omitted Services on reasonable (along with the Agreed Price, Initial Scheduled Term, and termination charges, if any), which shall be provided in accordance with the terms and conditions that are mutually agreed to by the Parties; provided, however, that (x) of this Agreement and the Omitted Services shall be provided deemed to be Scheduled Services hereunder. Notwithstanding the foregoing, nothing in substantially the same manner and on substantially similar terms and conditions as were applicable prior this Section 2.02(a) shall require a Provider to retain any personnel, to maintain any facilities or systems or to take, or refrain from taking, any other action not otherwise expressly required hereunder. (b) Notwithstanding anything to the Effective Date and contrary set forth herein, (i) AIG shall have no obligation pursuant to this Agreement to provide the price services set forth on Schedule 2.02(b)-1, (ii) the Company shall have no obligation pursuant to this Agreement to provide the services set forth on Schedule 2.02(b)-2, (iii) AIG shall have no obligation to provide business-related services in connection with a particular function or work stream for such Omitted Services shall be set which, in accordance with the methodologies set forth Schedule 2.01-1, AIG is only providing IT support or for which AIG is only providing access to Systems in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Serviceaccordance with Schedule 2.01-1, and (ziv) in the Company shall have no event shall a Provider be obligated obligation to provide an Excluded Servicebusiness-related services in connection with a particular function or work stream for which, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to accordance with Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Service. Unless otherwise agreed by the Parties2.01-2, the term Company is only providing IT support or for such Omitted Services shall be no later than which the latest Service Termination Date of the Services on Company is only providing access to Systems in accordance with Schedule A or Schedule B, as applicable2.01-2.

Omitted Services. The Parties parties each have used commercially reasonable efforts to identify and describe the Services. However, the Parties parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were provided by a party or its Affiliates to the other party in the four (4) months prior to the Effective Date Closing and (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date Closing (collectively, the “Omitted Services”). Each party may provide written notice to the other party requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective DateClosing. The Parties parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Partiesparties; provided, however, that (x) the Omitted Services shall be provided in substantially the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Closing Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties parties and shall thereafter be considered a Service. Unless otherwise agreed by the Partiesparties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicable.

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Scheduled Services. However, the Parties acknowledge and agree that there may be services which that are not identified on the Schedules Schedule 1 that (i) (Aa) were provided by Advisor and/or any of its Affiliates to NHI, NHI OP and/or any of their respective subsidiaries as of the Effective Date, (b) had been performed by the employees of the Advisor or any of its Affiliates that are not Transferred Employees or provided pursuant to contracts to which Advisor or any of its Affiliates is a party or using assets owned by Advisor or any of its Affiliates to the other party in the four (4) months prior to the Effective Date Affiliates, and (Bc) are reasonably necessary for the Company or Genworth, as applicable, to operate the manner that such party operated business of NHI, NHI OP and their respective subsidiaries in the twelve (12) months prior to manner it was conducted during the Effective Date Look-Back Period (collectively, the “Omitted Services”). Each party At any time during the sixty (60) day period immediately following the Effective Date, NHI and/or NHI OP may provide written notice to the other party Advisor requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and ), the proposed start date (a) at any time during or dates and the first one hundred and twenty (120) days following the Effective Dateproposed Service Term(s). The Parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services with respect to (i) the nature and description of such Omitted Service, which shall be consistent with the descriptions of the Scheduled Services set forth on reasonable terms Schedule 1 (to the extent applicable to such Omitted Service), (ii) the Service Term for such Omitted Service, and conditions that are mutually agreed (iii) the Service Fees for such Omitted Service, which shall be determined using the same methodology used to by determine the PartiesService Fees for the other Scheduled Services; provided, however, that (xif, after cooperating and negotiating in good faith using reasonable efforts, the Parties cannot agree on the Service Term(s) of the Omitted Services Service(s), such service(s) shall be provided in substantially until the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, six (y6) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as month anniversary of the Effective Date. In the event the Parties agree to such terms, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute Parties will enter into an amendment to this Agreement which amending Schedule 1 to reflect such Omitted Service (on the terms agreed between the Parties pursuant to this Section 2.1.5), and such Omitted Service shall be signed by the Parties deemed to be part of this Agreement and shall thereafter be considered a Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date deemed one of the Services on Schedule A or Schedule B, as applicable“Scheduled Services” hereunder from and after the date of such amendment.

Omitted Services. The Parties each have used commercially reasonable efforts to identify and describe the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were provided by a party or its Affiliates to the other party in the four (4) months prior to the Effective Date and (B) are necessary for the Company or Genworth, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectively, the “Omitted Services”). Each party may provide written notice to the other party requesting such Omitted Services setting forth in reasonable detail a description of the requested Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective Date. The Parties agree to cooperate and negotiate in good faith using commercially reasonable efforts in order to come to an agreement regarding the provision of Omitted Services on reasonable terms and conditions that are mutually agreed to by the Parties; provided, however, that (x) the Omitted Services shall be provided in substantially the same manner and on substantially similar terms and conditions as were applicable prior to the Effective Date and the price for such Omitted Services shall be set in accordance with the methodologies set forth in Section 5.010, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute an amendment to this Agreement which shall be signed by the Parties and shall thereafter be considered a Service. Unless otherwise agreed by the Parties, the term for such Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicable.

Omitted Services. The Parties each have used commercially reasonable efforts If, after the date hereof and prior to identify one hundred eighty (180) calendar days after the date hereof, Service Recipient identifies a Service that was omitted from inclusion in the Services to be received by Service Recipient under this Agreement and describe the Services. However, the Parties acknowledge and agree that there may be services which are not identified on the Schedules that (i) (A) were was historically provided by a party Entergy or its Affiliates an Affiliate of Entergy in support of the Transmission Assets owned by Service Recipient, and is necessary or desirable to the other party efficient and effective operation of the TransCo Transmission Business (an “Omitted Service”), then, provided that the provision of such service does not materially hinder (as reasonably determined by the applicable Service Provider) the applicable Service Provider’s conduct of its business in the four (4) months prior to the Effective Date and (B) are necessary for the Company or Genworthordinary course, as applicable, to operate the manner that such party operated in the twelve (12) months prior to the Effective Date (collectively, the “Omitted Services”). Each party may provide written notice to the other party requesting such Omitted Services setting forth in reasonable detail a description Service shall be added and considered as part of the requested Omitted Service(s) and the proposed start date (a) at any time during the first one hundred and twenty (120) days following the Effective DateServices to be provided by such Service Provider, subject to FERC approval. The applicable Parties agree to shall cooperate and negotiate act in good faith using commercially reasonable efforts in order to come to an reach agreement regarding on the provision of Omitted Services on reasonable specific terms and conditions that are mutually agreed applicable to by the Parties; such Omitted Service, provided, however, that (x) the if such Omitted Services shall be provided in substantially the same manner and on Service is substantially similar to any other Service provided by any Service Provider under this Agreement, the specific terms and conditions as were applicable prior shall be substantially similar to the Effective Date specific terms and conditions applicable to such other Service. Upon the price for such applicable Parties’ agreement on the specific terms and conditions applicable to an Omitted Services shall be set in accordance with the methodologies set forth in Section 5.01, (y) the Provider shall be afforded a reasonable period of time to commence providing any Omitted Service after such service becomes a Service, and (z) in no event the applicable Parties shall a Provider be obligated to provide an Excluded Service, an Omitted Service that, as of the Effective Date, is being performed by a third party, and/or an Omitted Service that the Provider no longer provides to itself or any of its Affiliates. Any Omitted Services shall in all respects be subject to the terms of this Agreement, shall be considered added to Schedule A or Schedule B, as applicable, shall constitute execute an amendment to this Agreement which shall be signed by that provides for the substitution of the relevant Schedule or additions of supplements to the relevant Schedule, in order to describe such Omitted Service and the agreement upon the other specific terms and conditions applicable thereto. The Parties and shall thereafter be considered a Service. Unless otherwise agreed by agree that the Parties, the term fees for such any Omitted Services shall be no later than the latest Service Termination Date of the Services on Schedule A or Schedule B, as applicabledetermined by Section 5.