Common use of Omitted Services Clause in Contracts

Omitted Services. Notwithstanding anything in this Agreement to the contrary, if during the ninety (90) day period immediately following the date of this Agreement (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90) day period), (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with the Business and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and (ii) if Amber as Recipient identifies a service that was historically provided by the Company or its Affiliates and reasonably anticipated as of the date hereof to be necessary to continue to support any portion of the Retained Business and such service was inadvertently omitted from Schedule B, then Xxxxx xxx provide notice thereof to the Company (any such omitted service as described in subclause (i) or (ii), an “Omitted Service”). Upon receipt of such notice from either Party, (x) where the Company is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement and Amber shall provide such Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement and the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Business, as applicable, for such Omitted Service as provided immediately prior to the consummation of the transactions contemplated by the Combination Agreement.

Omitted Services. Notwithstanding anything in this Agreement to the contrary(a) The Service Recipient may, if during the ninety (90) day period immediately following from the Commencement Date up to and including the date of this Agreement that is three (3) months after the Commencement Date, request that the Service Provider provides, or promptly after a Recipient becomes aware of procures the need for an omitted serviceprovision of, to the extent a Recipient does not become aware of the need for a periodic any service until after such first ninety (90) day period), that: (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates is not included in connection with the Business Services specified in Exhibit 1 (Services and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and Service Charges); (ii) if Amber as Recipient identifies a service that was historically provided by the Company or its Affiliates and reasonably anticipated as Service Provider to the Service Recipient in the twelve (12) month period immediately before the Commencement Date; (iii) is necessary to ensure the business, research and/or manufacturing continuity of the date hereof Service Recipient; (iv) is not an Excluded Service; and (v) has not been separately addressed under an internal restructuring project (including under Project Moonstone) intended to be necessary separate the Alcon Group and the Novartis Group within the twelve (12) months immediately before the Commencement Date, (each, an Omitted Service), by providing written notice to continue to support any portion Novartis in accordance with Clause 26 (Notices). (b) The Parties shall, as promptly as reasonably practicable after the receipt of the Retained Business and such service was inadvertently omitted from Schedule Ba notice under Clause 3.3(a), then Xxxxx xxx provide notice thereof negotiate in good faith with respect to the Company duration for which the Omitted Service will be provided (any such omitted service as described subject, in subclause (i) or (iieach case to the Maximum Service Term), an “and, once agreed, the Parties shall amend Exhibit 1 (Services and Service Charges) to include the Omitted Service”). Upon receipt of such notice from either Party, (x) where Service and the Company is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes part of this Agreement (and Amber shall provide such Omitted deemed included in the definition of Services) from and after the date of that amendment. Unless otherwise expressly agreed in Exhibit 1 (Services and Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedCharges), such the Service Charges for any Omitted Service shall be deemed materially the same as the charges paid by the relevant member(s) of the Service Recipient for the service equivalent to be a Service for purposes of this Agreement and the Company shall provide such that Omitted Service to Amber; and in each of (x) and (y) immediately before the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Business, as applicable, for such Omitted Service as provided immediately prior to the consummation of the transactions contemplated by the Combination AgreementCommencement Date.

Omitted Services. Notwithstanding anything Subject to Section 2.13, if any services (other than Excluded Services) that were previously provided to or for the benefit of either Party or their respective Subsidiaries, or caused to be provided to or for the benefit of either Party or their respective Subsidiaries, in this Agreement each case by the other Party or its Subsidiaries, and that Service Recipient reasonably believes (and can reasonably demonstrate) are materially necessary for Service Recipient to operate the applicable business as conducted immediately prior to the contraryDistribution Date, if during the ninety (90) day period immediately following the date of this Agreement (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90) day period), (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with the Business and such service was inadvertently have been omitted from Schedule A, then the Company may provide notice thereof to Amber and (ii) if Amber as Recipient identifies a service that was historically provided by the Company or its Affiliates and reasonably anticipated as of the date hereof to be necessary to continue to support any portion of the Retained Business and such service was inadvertently omitted from Schedule B, then Xxxxx xxx provide notice thereof to the Company I (any such omitted service as described in subclause (i) or (iiservices, “Omitted Services”), an “then, within fifteen (15) days following the written request of Service Recipient made no later than April 30, 2019 indicating the applicable service and requested term of such service (which term shall be no longer than six (6) months), Service Provider shall provide Service Recipient with written notice indicating Service Provider’s cost to provide such Omitted Service (with the cost of such Omitted Service to be equal to Service Provider’s cost with no xxxx-up, subject to any additional Service Fee as a result of increases in volume). If Service Recipient desires to receive the Omitted Service following receipt of such written notice from Service Provider, Service Recipient shall notify Service Provider in writing that it desires to receive such Omitted Services, and Service Provider shall provide such Omitted Service”). Upon , or cause such Omitted Service to be provided, as promptly as reasonably practicable following receipt of such notice from either Party, (x) where the Company is the Service Recipient, upon Amber’s prior written consent (such consent not pursuant to be unreasonably withheld, conditioned or delayed), such a Supplemental Schedule. Service Provider may provide any Omitted Service under this Section 2.11.5 either directly or by engaging a third party, and Service Recipient shall be deemed responsible for the payment of all reasonable and documented third party costs incurred by Service Provider in the provision of any Omitted Services. The obligation of Service Provider to be a Service for purposes of provide any Omitted Services pursuant to this Agreement and Amber shall provide such Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service Section 2.11.5 shall be deemed subject to be a Service for purposes Recipient’s use of this Agreement and the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use its commercially reasonable efforts to promptly meet cooperate with Service Provider in the provision of such services, and to identify and document the scope and pricing for extent that changes to the systems, operations or business of Service Recipient implemented after the Distribution Date require alterations in the means of providing any such service, Service Provider shall be obligated only to use its commercially reasonable efforts to make such alterations. Any Omitted Service and amend Schedule A that is provided or Schedule B, as applicable, caused to add such Omitted be provided by Service as a Service; provided that the pricing for such Omitted Services Provider pursuant to this Section 2.11.5 shall be no greater than the cost allocation to the Business a “Transition Service” or the Retained Businessa “Reverse Transition Service”, as applicable, for such Omitted Service the purposes of this Agreement (other than as provided immediately prior to the consummation of the transactions contemplated by the Combination Agreementspecifically indicated herein).

Omitted Services. Notwithstanding anything in this Agreement If either Party (a) identifies a service that (i)Fox provided to the contraryA&S Business prior to the Closing that Ainge reasonably needs in order for the A&S Business to continue to operate in substantially the same manner in which the A&S Business operated prior to the Closing and such service was not set forth on the Service Schedules (other than an Excluded Service) or (ii) the A&S Business provided to Fox prior to the Closing that Fox reasonably needs in order for the Fox Business to continue to operate in substantially the same manner in which the Fox Business operated prior to the Closing, if during and such service was not set forth on the Service Schedules (other an Excluded Service) (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) day period immediately following days after the date Closing, then such other Party shall negotiate in good faith to provide such Omitted Service, as applicable; 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. The compensation associated with any such Omitted Services will be determined in accordance with the terms set forth in Section 4.1. The Parties shall document such terms in a Service Schedule. Such Service Schedule shall describe in reasonable detail the nature, scope, service period(s) and other terms applicable to such Omitted Services. Each such Service Schedule shall be deemed part of this Agreement (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90) day period), (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with the Business and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and (ii) if Amber as Recipient identifies a service that was historically provided by the Company or its Affiliates and reasonably anticipated TSA as of the date hereof to be necessary to continue to support any portion of the Retained Business and such service was inadvertently omitted from Schedule B, then Xxxxx xxx provide notice thereof to the Company (any such omitted service as described in subclause (i) or (ii), an “Omitted Service”). Upon receipt of such notice from either Party, (x) where agreement and the Company is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service Services set forth therein shall be deemed “Services” provided under this TSA, in each case subject to be a Service for purposes the terms and conditions of this Agreement and Amber shall provide such Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement and the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Business, as applicable, for such Omitted Service as provided immediately prior to the consummation of the transactions contemplated by the Combination AgreementTSA.

Omitted Services. Notwithstanding anything in this Agreement to the contrary, if during the ninety (90) day period immediately following the date of this Agreement (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90) day period), (i) Company as Recipient identifies In the event that within six (6) months after the Conversion Effective Date, a Party notifies the other Party of a service that which is not included in the Individual TSA(s) to which a member of the notifying Party’s Group is a party, but was historically provided in the Reference Period to a member of the notifying Party’s Group by Amber a member of the notified Party’s Group and, in each case such service: (a) has not been agreed to be excluded from the Services to be provided under any Individual TSA or its Affiliates in connection with the Business and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and otherwise constitutes an Excluded Service; (iib) if Amber as Recipient identifies a service that was historically cannot reasonably (aa) be provided by the Company or its Affiliates and reasonably anticipated as relevant member of the date hereof to be necessary notifying Party’s Group or (bb) sourced by it from a third party on short notice; (c) is reasonably required by the relevant member of the notifying Party’s Group in order to continue to support operate its business on substantially the same basis as it was operated prior to the Conversion Effective Date (including any portion organic development of the Retained Business and such service was inadvertently omitted from Schedule Bbusiness); and (d) can be provided by the notified Party or its Affiliate without undue increase of effort, then Xxxxx xxx provide notice thereof to the Company provided that Clause 2.2.1 shall apply mutatis mutandis; ​ A50902547/20.0/30 Nov 2023 ​ (any such omitted service as described in subclause (i) or (ii)each, an “Omitted Service”) and requests continued provision of such Omitted Service, the notified Party’s Group shall provide such Omitted Service to the relevant member of the notifying Party’s Group as a Service, subject to agreement in good faith on the term and conditions on which such Omitted Service shall be continued to be provided and the adaption of Services to reflect (i) that the Individual Parties are no longer part of the same Group and (ii) organic development of the business of the Service Recipient. Clause 5 shall apply accordingly. (ii) For each Omitted Service, the Parties shall agree on a Service Description substantially in the form as attached to the template Individual TSA in Master Schedule 2 (Template Individual TSA). Upon receipt Unless otherwise agreed by the Parties: (a) The Service Charge for the Omitted Service shall be equivalent to the fully allocated cost to the Service Provider of providing that Omitted Service (as such notice cost may vary from either Partytime to time during the term of the Master TSA) plus the margin required to comply with applicable Tax law and the transfer pricing policies of the Service Provider applicable from time to time (“Cost Plus Basis”); (b) the service levels achieved on average in the Reference Period shall be the benchmark for the negotiations on the Agreed Service Levels; and (c) the Service Term shall be the minimum period necessary for the Service Recipient to transition away from the Omitted Service and, unless otherwise agreed, not longer than the longest Service Term for any other Service provided by the same Service Provider. (xiii) where the Company Once a Service Description and a corresponding Individual TSA is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)agreed for an Omitted Service, such Omitted Service shall be deemed to be a Service. As long as a Service Description for purposes of this Agreement and Amber shall provide such an Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement and the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Businesscorresponding Individual TSA is not agreed, as applicablethe notified Party’s Group shall not be under an obligation to provide the requested Omitted Service. (iv) Clauses 2.2.6, for such Omitted Service as provided immediately prior to the consummation 2.2.7 and 2.2.9 (Conclusion of the transactions contemplated by the Combination AgreementIndividual TSAs) shall apply accordingly.

Omitted Services. Notwithstanding anything in this Agreement to the contrary(a) The Service Recipient may, if during the ninety (90) day period immediately following from the Commencement Date up to and including the date of this Agreement that is three (3) months after the Commencement Date, request that the Service Provider provides, or promptly after a Recipient becomes aware of procures the need for an omitted serviceprovision of, to the extent a Recipient does not become aware of the need for a periodic any service until after such first ninety (90) day period), that: (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates is not included in connection with the Business Services specified in Exhibit 1 (Services and such service was inadvertently omitted from Schedule A, then the Company may provide notice thereof to Amber and Service Charges); (ii) if Amber as Recipient identifies a service that was historically provided by the Company or its Affiliates and reasonably anticipated as Service Provider to a Service Recipient in the twelve (12) month period immediately before the Commencement Date; (iii) is necessary to ensure the business, research and/or manufacturing continuity of the date hereof Service Recipient; (iv) is not an Excluded Service; and (v) has not been separately addressed under an internal restructuring project (including under Project Moonstone) intended to be necessary separate the Alcon Group and the Novartis Group within the twelve (12) months immediately before the Commencement Date, (each, an Omitted Service), by providing written notice to continue to support any portion Novartis in accordance with Clause 26 (Notices). (b) The Parties shall, as promptly as reasonably practicable after the receipt of the Retained Business and such service was inadvertently omitted from Schedule Ba notice under Clause 3.3(a), then Xxxxx xxx provide notice thereof negotiate in good faith with respect to the Company duration for which the Omitted Service will be provided (any such omitted service as described subject, in subclause (i) or (iieach case to the Maximum Service Term), an “and, once agreed, the Parties shall amend Exhibit 1 (Services and Service Charges) to include the Omitted Service”). Upon receipt of such notice from either Party, (x) where Service and the Company is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes part of this Agreement (and Amber shall provide such Omitted deemed included in the definition of Services) from and after the date of that amendment. Unless otherwise expressly agreed in Exhibit 1 (Services and Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayedCharges), such the Service Charges for any Omitted Service shall be deemed materially the same as the charges paid by the relevant member(s) of the Service Recipient for the service equivalent to be a Service for purposes of this Agreement and the Company shall provide such that Omitted Service to Amber; and in each of (x) and (y) immediately before the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Business, as applicable, for such Omitted Service as provided immediately prior to the consummation of the transactions contemplated by the Combination AgreementCommencement Date.

Omitted Services. Notwithstanding anything in this Agreement to the contrary, if (a) At any time during the ninety period commencing on the date hereof and ending six (906) day period immediately months following the date of this Agreement hereof, Service Recipient may identify and request Service Provider to provide additional transition services (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90other than Out-of-Scope Services) day period), that (i) Company as the Service Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with deems are reasonably necessary to the Business and such service was inadvertently omitted from Schedule Aoperation of the SpinCo Business, then the Company may provide notice thereof to Amber and (ii) if Amber as Recipient identifies a service that was historically provided by were used in the Company or its Affiliates and reasonably anticipated as conduct of the date hereof SpinCo Business within the twelve (12) month period prior to the Closing Date in the country where such Omitted Service is requested to be performed and (iii) Service Recipient deems reasonably necessary to continue to support any portion effectuate the orderly consummation of the Retained transactions contemplated under the Separation and Merger Agreements or the transition of the SpinCo Business to SpinCo and Parent (such service was inadvertently omitted from Schedule Bservices, then Xxxxx xxx provide notice thereof to excluding any Out-of-Scope Services, the Company (any such omitted service as described in subclause (i) or (ii), an “Omitted ServiceServices”). . (b) Upon receipt Service Recipient’s written request for an Omitted Service, Service Provider shall promptly provide or procure the provision of the Omitted Service for a duration reasonably requested by Service Recipient (and agreed to in good faith by Service Provider, such notice from either Party, (x) where the Company is the Recipient, upon Amber’s prior written consent (such consent agreement not to be unreasonably withheld, conditioned or delayed), not to exceed the then-current Term (including, if applicable, the Extension Period), in which case, Annex A shall be deemed amended to include such Omitted Service, and such Omitted Service shall be deemed to be become a Transition Service under this Agreement. The additional Service Fee for purposes of this Agreement and Amber shall provide such Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such any Omitted Service shall be deemed calculated using the same methodology as used to be a Service for purposes of this Agreement and determine the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a ServiceServices Fees described on Annex A; provided that the pricing such additional Service Fees for such Omitted Services shall be no greater not increase the aggregate monthly Services Fees payable in any month hereunder by more than fifteen percent (15%) of the cost allocation to the Business or the Retained BusinessService Fee otherwise payable in such month, as applicable, for such Omitted set forth on Annex A (the “Increased Service as provided immediately prior to the consummation of the transactions contemplated by the Combination AgreementFee”).

Omitted Services. Notwithstanding anything in this Agreement to the contrary, if (a) At any time during the ninety period commencing on the date hereof and ending six (906) day period immediately months following the date of this Agreement hereof, Service Recipient may identify and request Service Provider to provide additional transition services (or promptly after a Recipient becomes aware of the need for an omitted service, to the extent a Recipient does not become aware of the need for a periodic service until after such first ninety (90other than Out-of-Scope Services) day period), that (i) Company as the Service Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with deems are reasonably necessary to the Business and such service was inadvertently omitted from Schedule Aoperation of the SpinCo Business, then the Company may provide notice thereof to Amber and (ii) if Amber as Recipient identifies a service that was historically provided by were used in the Company or its Affiliates and reasonably anticipated as conduct of the date hereof SpinCo Business within the twelve (12) month period prior to the Closing Date in the country where such Omitted Service is requested to be performed and (iii) Service Recipient deems reasonably necessary to continue to support any portion effectuate the orderly consummation of the Retained transactions contemplated under the Separation and Merger Agreements or the transition of the SpinCo Business to SpinCo and Parent (such service was inadvertently omitted from Schedule Bservices, then Xxxxx xxx provide notice thereof to excluding any Out-of-Scope Services, the Company (any such omitted service as described in subclause (i) or (ii), an “Omitted ServiceServices”). . (b) Upon receipt Service Recipient’s written request for an Omitted Service, Service Provider shall promptly provide or procure the provision of the Omitted Service for a duration reasonably requested by Service Recipient (and agreed to in good faith by Service Provider, such notice from either Party, (x) where the Company is the Recipient, upon Amber’s prior written consent (such consent agreement not to be unreasonably withheld, conditioned or delayed), not to exceed the then-current Term (including, if applicable, the Extension Period), in which case, Annex A shall be deemed amended to include such Omitted Service, and such Omitted Service shall be deemed to be become a Transition Service under this Agreement. The additional Service Fee for purposes of this Agreement and Amber shall provide such Omitted Service to the Company, and (y) where Amber is the Recipient, upon the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such any Omitted Service shall be deemed calculated using the same methodology as used to be a Service for purposes of this Agreement and determine the Company shall provide such Omitted Service to Amber; and in each of (x) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a ServiceServices Fees described on Annex A; provided that the pricing such additional Service Fees for such Omitted Services shall be no greater not increase the aggregate monthly Services Fees payable in any month hereunder by more than fifteen percent (15%) of the cost allocation to the Business or the Retained BusinessService Fee otherwise payable in such month, as applicable, for such Omitted set forth on Annex A (the “Increased Service as provided immediately prior to the consummation of the transactions contemplated by the Combination Agreement.Fee”).2

Omitted Services. Notwithstanding anything in this Agreement to If at any time after the contraryClosing Date, if during the ninety (90) day period immediately following the date of this Agreement (or promptly after a Recipient Buyer becomes aware of the need for an omitted serviceany service that is not a Scheduled Service (i) that had been provided by a Service Provider, in whole or in part, to the extent a Recipient does not become aware Business in the period of time during the twelve (12) months prior to the execution of the need for a periodic service until after such first ninety SPA (90) day periodthe “Signing Date”), (i) Company as Recipient identifies a service that was historically provided by Amber or its Affiliates in connection with the Business and unless such service was inadvertently omitted from Schedule A, then terminated in the Company may provide notice thereof normal course of business prior to Amber the Closing Date) and (ii) if Amber as Recipient identifies a service that was historically provided by is (A) reasonably necessary to conduct the Company Business or (B) reasonably necessary for Buyer to satisfy its Affiliates and reasonably anticipated as obligations under the SPA, the Administrative Services Agreement or any of the date hereof to be necessary to continue to support any portion of the Retained Business and such service was inadvertently omitted from Schedule B, then Xxxxx xxx provide notice thereof to the Company other Transaction Agreements (any such omitted service as described in subclause (i) or (ii)each, an “Omitted Service”), then Buyer shall provide written notice thereof to Seller’s Transition Manager: (w) within 100 days 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 Service and in no event later than thirty (30) days from the end of the first full quarterly period after the date hereof to which such Omitted Service 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 end of the first relevant annual period after the date hereof to which such Omitted Service is related. Upon If such notice is provided, (a) Seller shall cause the Omitted Service to begin to be provided to Buyer and/or its Affiliates within a commercially reasonable period of time under the circumstances after receipt of such notice from either Partynotice, (xb) where the Company is the Recipient, upon Amber’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), such Omitted Service shall be deemed to be a Service for purposes of this Agreement Scheduled Service, (c) Schedules 1(a)-(f) shall be deemed amended to include such Omitted Service, and Amber shall provide (d) such Omitted Service shall be provided in accordance with the terms and conditions of this Agreement. With respect to an Omitted Service qualifying under Section 2.1.5(i) that becomes a Scheduled Service included in Schedules 1(a)-(f), Buyer shall pay an amount commensurate with the Service Fees set forth in Schedules 1(a)-(f) for similar Scheduled Services, to the Companyextent such similar Scheduled Services exist, and (ySchedules 1(a)-(f) where Amber is the Recipient, upon the Company’s prior written consent (shall be amended accordingly to include such consent not to be unreasonably withheld, conditioned or delayedamount. For an Omitted Service qualifying under Section 2.1.5(ii) that becomes a Scheduled Service included in Schedules 1(a)-(f), or an Omitted Service for which there is no similar Scheduled Service in Schedules 1(a)-(f), Seller shall determine in good faith the amounts payable by Buyer based on the Service Fees set forth in Schedules 1(a)-(f) and provide notice of such amounts to Buyer; provided, that upon such notice, Buyer shall in its sole discretion have the right to accept or reject the provision of such service. In the event that the Receiving Party requests that the Providing Party provide additional services that are not Omitted Services (“Additional Services”), the Providing Party shall consider such request in good faith and if it decides it is willing to provide or to cause one of its Affiliates to provide such Additional Services, in the Providing Party’s reasonable discretion, the Parties shall negotiate in good faith to agree on the terms upon which the Providing Party would provide such Additional Services and the amounts payable by Buyer for such Additional Services. In the event that the Providing Party agrees to provide any such Additional Service, the Parties will enter into an amendment to this Agreement amending Schedules 1(a)-(f) to reflect such Additional Service, and such Additional Service shall be deemed to be a Service for purposes part of this Agreement and the Company shall provide Scheduled Services from and after the date of such amendment. The foregoing obligations of Seller with respect to an Omitted Service or an Additional Service shall not apply with respect to Amber; and any services that are excluded services set forth in each of (xSchedule 1(h) and (y) the Company and Amber shall use commercially reasonable efforts to promptly meet to identify and document the scope and pricing for such Omitted Service and amend Schedule A or Schedule B, as applicable, to add such Omitted Service as a Service; provided that the pricing for such Omitted Services shall be no greater than the cost allocation to the Business or the Retained Business, as applicable, for such Omitted Service as provided immediately prior to the consummation of the transactions contemplated by the Combination Agreementhereto.