Common use of Provision of Transition Services Clause in Contracts

Provision of Transition Services. (a) Subject to the terms and conditions set forth herein, Provider shall provide, directly or indirectly through third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers (collectively, “Third Party Contractors”), to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance of the services in accordance herewith. (b) In the event that any Recipients desire to have any Providers provide services that (i) were provided by such Provider to such Recipient within the twelve (12) months prior to the Distribution Date (the “Reference Period”), and (ii) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after the date of such amendment. (c) Notwithstanding anything to the contrary in this Agreement, nothing herein shall prohibit, modify or limit any Provider’s ability to transfer or allocate assets and liabilities, as the case may be, to any entity in connection with, or in contemplation of, the transactions contemplated by the Separation Agreement, the Ancillary Agreements (other than this Agreement) or otherwise, and to the extent that any such transfer or allocation results in a change to which a Party reasonably should be Provider and/or Recipient then the relevant Parties shall make such amendments, revisions or modifications to the applicable Transition Service Schedule as are reasonably necessary to reflect the appropriate Provider and/or Recipient, as the case may be. (d) The Parties agree and acknowledge that any other transition or similar assistance that may be provided by a Party or its Affiliates to another Party or its Affiliates (but is not described in the Transition Service Schedules and is not otherwise agreed to in writing pursuant to Section 2.03 or part of the terms of the Separation Agreement or any Ancillary Agreements) in connection with the transactions contemplated by the Separation Agreement shall be deemed to be provided under this Agreement as Transition Services (and therefore subject to the terms and conditions of this Agreement, including the exclusions of, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this Agreement.

Provision of Transition Services. (a) Subject Provider shall use its commercially reasonable efforts to provide or cause to be provided each Transition Service from the terms and conditions Closing Date for the time set forth hereinon Schedule A, Provider shall provideexcept (i) as automatically modified by termination of a particular Transition Service by Buyers in accordance with this Agreement, directly (ii) as otherwise agreed to by the Parties in writing, or indirectly through third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers (collectively, “Third Party Contractors”), to Recipient iii) in the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance event of the services in accordance herewithearlier termination of this Agreement. (b) In Provider shall provide the event that Transition Services to Buyers through Dedicated Employees (defined below) and Other Employees (defined below). Provider shall be entitled to rely upon any Recipients desire written or oral instructions received from Buyers’ designated representatives relating to have any Providers provide services that (i) were the Transition Services. The quantity or quality of Transition Services provided by such Provider to such Recipient within the twelve (12) months prior will be limited to the Distribution Date (services provided by the “Reference Period”)Dedicated Employees and Other Employees, and (ii) are reasonably necessary for is not required to be higher than the operation of such Recipient’s Business as conducted as quantity and quality of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service same or similar services that Provider has replaced historically provided with (or for which Provider has substituted) a substantially comparable Transition Service as of respect to the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type Assets and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after the date of such amendmentFacilities. (c) Notwithstanding anything Those employees of Provider who will devote 100% of their business time to the contrary provision of Transition Services hereunder (each, a “Dedicated Employee”) are designated on Schedule A. If any Dedicated Employee’s employment with Provider is terminated for any reason, Provider will use commercially reasonable efforts to provide a replacement of such employee, who must be reasonably acceptable to Buyers; provided, however, that until such replacement has been approved by Buyers, Provider shall not be responsible for providing the Transition Services that were to be provided by the Dedicated Employee who is unavailable. (d) Provider may provide certain of the Transition Services through employees who are not Dedicated Employees and who will not devote 100% of their business time to the provision of Transition Services (“Other Employees”). The Other Employees might not be the same employees who provided the service to Provider and might be simultaneously involved in the conduct of other business for Provider and Provider’s Affiliates. Provider agrees to use reasonable efforts to have such Other Employees available to Buyers on an incidental and part-time basis throughout the Term of this Agreement, nothing herein shall prohibit, modify or limit any ; provided that Other Employees will not be required to forego their primary employment obligations with Provider and Provider’s ability to transfer Affiliates or allocate assets otherwise take any actions which could have an adverse impact on the operations of Provider and liabilitiesProvider’s Affiliates. (e) Provider may, as the case may bebut will not be obligated to, to any entity in connection withprovide or acquire equipment, computer programs, or outside service providers to enable Provider to provide the Transition Services, provided, that such service providers must be reasonably acceptable to Buyers, and Buyers will not be obligated to reimburse Provider for the costs of such equipment, programs or providers unless Buyers have agreed in contemplation ofadvance in writing. (f) Any information provided by Provider, Dedicated Employees or Other Employees in the course of performing Transition Services shall be limited solely to factual matters relating to the historical operation of the Facilities and the Business; and shall in no way constitute advisory or consulting services. (g) Buyers understand that the Transition Services provided hereunder are transitional in nature and are furnished by Provider for the purpose of facilitating the transactions contemplated by the Separation Agreement, ASPA. Buyers further understand that Provider is not in the Ancillary Agreements business of providing Services to third parties and will not provide a Service beyond its applicable Term. (other than this Agreementh) or otherwiseBuyers understand that certain Transition Services will be provided to it by Provider pursuant to agreements between Provider and various vendors. Buyers will reasonably cooperate with any third party providing such Transition Services on behalf of Provider in order to facilitate the provision and receipt of such Transition Services. Buyers acknowledge that such Transition Services are dependent on such cooperation, and that its failure to so cooperate shall relieve Provider of its obligation to provide the related Transition Services to the extent that any such transfer failure renders such provision impractical or allocation results in a change to which a Party reasonably should be Provider and/or Recipient then the relevant Parties shall make such amendments, revisions or modifications to the applicable Transition Service Schedule as are reasonably necessary to reflect the appropriate Provider and/or Recipient, as the case may beimpossible. (di) The Parties agree Buyers will use commercially reasonable efforts to provide information, data and documentation that are necessary for Provider to provide the Transition Services. Buyers will provide such information, data and documentation in the format as reasonably requested by Provider. Buyers acknowledge that any other transition certain Transition Services are dependent upon such information and documentation, and that its failure to provide such information and documentation as set forth herein shall relieve Provider of its obligation to provide the related Transition Services to the extent such failure renders such provision impractical or similar assistance that may be provided by a Party or its Affiliates to another Party or its Affiliates (but is not described impossible. Provider shall assist the Buyers in identifying which types of information and data are required for the provision of the Transition Service Schedules Services. (j) Buyers will reasonably cooperate with Provider in order to facilitate the provision and is not otherwise agreed receipt of the Transition Services. Buyers acknowledge that such Transition Services are dependent on such cooperation, and that its failure to so cooperate shall relieve Provider of its obligation to provide the related Transition Services to the extent such failure renders such provision impractical or impossible. (k) Buyers will comply with all reasonable applicable policies and procedures of Provider that are provided in advance to Buyers in writing pursuant to Section 2.03 or part of the terms of the Separation Agreement or any Ancillary Agreements) in connection with its receipt of the transactions contemplated by the Separation Agreement shall be deemed to be provided under this Agreement as Transition Services Services. (and therefore subject to the terms and conditions of this Agreementl) PROVIDER SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, including the exclusions ofEXPRESS OR IMPLIED (i) RELATING TO THE TRANSITION SERVICES, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this AgreementINCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) RELATING TO THE RESULTS TO BE OBTAINED FROM THE TRANSITION SERVICES; AND (iii) THAT THE TRANSITION SERVICES ARE ERROR-FREE OR NON-INTERRUPTIBLE.

Provision of Transition Services. (a) Subject to Commencing on the terms Effective Date, Parent and conditions set forth herein, Provider its Subsidiaries (the “Service Providers”) shall provide, directly or indirectly through third party contractorscause a Third Party Service Provider to provide, subcontractors, licensors, vendors, outsourcers to Buyer or other third party service providers its designated Affiliates (exclusively in connection with the operation or conduct of the Business or use of the Purchased Assets) each of the transition services and support functions set forth on Schedule A (collectively, the “Third Party ContractorsTransition Services”), to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance of the services in accordance herewith. (b) In the event Each Service Provider shall provide Transition Services in a manner that any Recipients desire is substantially similar to have any Providers provide analogous services that (i) were provided by such Service Provider to such Recipient within in connection with the twelve (12) months Business prior to the Distribution Date (Closing Date, including with respect to the “Reference Period”)nature, quality and timeliness, and in accordance with any applicable specifications and limitations set forth on Schedule A; provided that with respect to Transition Services that a Service Provider renders for (iior obtains from a Third Party Service Provider for) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; providedits own or its Subsidiaries’ operations, that Omitted Services a Service Provider shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), be obligated to render such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after in a manner more favorable to Buyer than the date of manner in which such amendmentTransition Services are performed or obtained by such Service Provider for its own account. (c) Notwithstanding anything to the contrary in this AgreementAll procedures, nothing herein shall prohibitmethods, modify or limit systems, strategies, tools, equipment, facilities and other resources used by any Provider’s ability to transfer or allocate assets and liabilities, as the case may be, to any entity Service Provider in connection withwith the provision of Transition Services shall remain the property of such Service Provider and, or in contemplation ofexcept as otherwise provided herein, shall at all times be under the transactions contemplated by the Separation Agreement, the Ancillary Agreements (other than this Agreement) or otherwise, sole direction and to the extent that any control of such transfer or allocation results in a change to which a Party reasonably should be Provider and/or Recipient then the relevant Parties shall make such amendments, revisions or modifications to the applicable Transition Service Schedule as are reasonably necessary to reflect the appropriate Provider and/or Recipient, as the case may beProvider. (d) The Parties agree and acknowledge that No Service Provider shall have any other transition obligation to purchase, lease, license or similar assistance that may be provided by renew a Party lease or its Affiliates license applicable to another Party any equipment or its Affiliates (but is not described in the Transition Service Schedules and is not otherwise agreed to in writing pursuant to Section 2.03 or part of the terms of the Separation Agreement or any Ancillary Agreements) software in connection with its provision of Transition Services. (e) A Service Provider may also from time to time subcontract with an Unaffiliated Third Party to directly or indirectly provide or support any other Transition Services to Buyer only upon obtaining the transactions contemplated by prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed. Notwithstanding the Separation Agreement foregoing, no Service Provider shall be deemed to be provided relieved of its obligations under this Agreement as Transition Services (and therefore subject to the terms and conditions by use of this Agreement, including the exclusions of, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this AgreementUnaffiliated Third Parties.

Provision of Transition Services. (a) Subject to Section 4.15(e), from and after the terms Closing, Sellers agree to use commercially reasonable and conditions good faith efforts to facilitate the provision of those services set forth hereinon Section 4.15 of the Disclosure Schedule (individually, Provider shall providea “Service”, directly or indirectly through and collectively, the “Services”) to Purchasers from the third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers vendors identified on Section 4.15 of the Disclosure Schedule (collectively, the “Third Party ContractorsVendors”). Following the Closing, Purchasers or Purchaser Parent may request amendments to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance Section 4.15 of the services in accordance herewith. (b) In the event that any Recipients desire Disclosure Schedule to have any Providers provide services that (i) were provided by such Provider to such Recipient within the twelve (12) months prior to the Distribution Date (the “Reference Period”), and (ii) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), ) related to the transfer of the Business. No such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service Services shall be effective without the consent of Addus, which shall not unreasonably be withheld. (b) Sellers shall provide records, files and data in writing and mutually agreeable electronic form (but only to the extent otherwise available in electronic form) to enable Purchasers to migrate the Services to Purchasers’ systems or, at Purchasers’ request, to separate platforms maintained by third-party providers of Purchasers. Sellers shall specify, as applicable (i) use commercially reasonable efforts to assist Purchasers in migrating the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and Services to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, Purchasers’ internal systems or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicablethird-party providers, and such Omitted Service or Additional Service, as applicable, Sellers shall be deemed to be part of this Agreement and the Transition Services from and after the date cooperate with Purchasers at Purchasers’ reasonable request in connection with Purchasers’ receipt of such amendmentservices from a third party. (c) Notwithstanding anything Within five (5) Business Days after the date hereof and thereafter on a mutually agreed upon periodic basis, the appropriate representatives of each party’s transition teams (the “Transition Teams”) shall conduct a joint meeting in order to discuss the contrary status of the Services, as well as to answer questions, gather information and resolve matters that may arise from time to time in connection with the provision of the Services. It is the expectation of the parties that the Transition Team members shall communicate and work directly with one another to ensure that all Services are rendered on a timely and complete basis. Each party will use commercially reasonable efforts to respond to requests for information from the other party within five (5) Business Days after receipt of each such request. (d) Purchasers shall be responsible for all costs directly billed to Sellers by the Third Party Vendors for the Services provided to Purchasers and shall be responsible for all costs directly incurred by Purchasers in connection with the provision of the Services by the Third Party Vendors. With respect to Services to be provided directly by Addus, Purchasers shall reimburse Addus for its reasonable direct costs and expenses (including personnel costs and expenses) incurred in connection with the provision of such Services. (e) The parties agree to perform the covenants set forth in this AgreementSection 4.15 from the Closing Date until the earlier of (i) the date that is 120 days from the Closing Date, nothing herein shall prohibit, modify or limit any Provider’s ability to transfer (ii) the date that Purchasers or allocate assets and liabilitiesPurchaser Parent, as the case may be, to any entity has entered into separate contracts with third party vendors for the provision of the Services; provided, however that the term of the covenants set forth in connection with, or in contemplation of, the transactions contemplated by the Separation Agreement, the Ancillary Agreements (other than this Agreement) or otherwise, and to the extent that any such transfer or allocation results in a change to which a Party reasonably should be Provider and/or Recipient then the relevant Parties shall make such amendments, revisions or modifications to the applicable Transition Service Schedule as are reasonably necessary to reflect the appropriate Provider and/or Recipient, as the case may be. (d) The Parties agree and acknowledge that any other transition or similar assistance that Section 4.15 may be provided extended if requested by a Party or its Affiliates Purchasers and consented to another Party or its Affiliates (but is by Sellers in writing, such consent to not described in the Transition Service Schedules and is not otherwise agreed to in writing pursuant to Section 2.03 or part of the terms of the Separation Agreement or any Ancillary Agreements) in connection with the transactions contemplated by the Separation Agreement shall be deemed to be provided under this Agreement as Transition Services (and therefore subject to the terms and conditions of this Agreement, including the exclusions of, and limitations on, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubt, the foregoing shall not require any Party to provide any transition or similar assistance that is not otherwise required under this Agreementunreasonably withheld.

Provision of Transition Services. (a) Subject to the terms and conditions set forth herein, Provider shall provide, directly or indirectly through third party contractors, subcontractors, licensors, vendors, outsourcers or other third party service providers (collectively, “Third Party Contractors”), to Recipient the Transition Services during their respective Terms; provided, that Provider shall remain responsible for the performance of the services in accordance herewith. (b) In the event that any Recipients desire to have any Providers provide services that (i) were provided by such Provider to such Recipient within the twelve (12) months prior to the Distribution Date (the “Reference Period”), and (ii) are reasonably necessary for the operation of such Recipient’s Business as conducted as of the Distribution Date (“Omitted Services”; provided, that Omitted Services shall not include any service that Provider has replaced with (or for which Provider has substituted) a substantially comparable Transition Service as of the date hereof), such Recipient may, within one hundred eighty (180) days following the date hereof, request that such Provider provide such Omitted Services. If such Provider is reasonably capable of providing such Omitted Services, such Provider shall provide such Omitted Services to such Recipient as promptly as reasonably practicable and on terms to be negotiated by the Parties in good faith. In the event that any Recipients desire to have any Providers provide additional services that are not Omitted Services (“Additional Services”), such Providers, in their sole discretion, may agree to provide, directly or indirectly through Third Party Contractors, such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable (i) the type and the scope of the requested service, (ii) who shall perform the requested service, (iii) where and to whom the requested service is to be provided and (iv) the proposed term for the requested service. In the event that any Providers are required to provide any Omitted Service, or agree to provide any Additional Service, as applicable, the Parties shall enter into an amendment to this Agreement amending the applicable Transition Service Schedule to reflect such Omitted Service or Additional Service, as applicable, and such Omitted Service or Additional Service, as applicable, shall be deemed to be part of this Agreement and the Transition Services from and after the date of such amendment. (c) Notwithstanding anything to the contrary in this Agreement, nothing herein shall prohibit, modify or limit any Provider’s ability to transfer or allocate assets and liabilities, as the case may be, to any entity in connection with, or in contemplation of, the transactions contemplated by the Separation Agreement, the Ancillary Agreements (other than this Agreement) or otherwise, and to the extent that any such transfer or allocation results in a change to which a Party reasonably should be Provider and/or Recipient then the relevant Parties shall make such amendments, revisions or modifications to the applicable Transition Service Schedule as are reasonably necessary to reflect the appropriate Provider and/or Recipient, as the case may be. (d) The Parties agree and acknowledge that any other transition or similar assistance that may be provided by a Party or its Affiliates to another Party or its Affiliates (but is not described in the Transition Service Schedules and is not otherwise agreed to in writing pursuant to Section 2.03 or part of the terms of the Separation Agreement or any Ancillary Agreements) in connection with the transactions contemplated by the Separation Agreement shall be deemed to be provided under this Agreement as Transition Services (and therefore subject to On the terms and conditions of this Agreement, Purchaser and its Subsidiaries (the “Purchaser Service Providers”) shall provide or cause a Third Party Service Provider to provide to Sellers and their Subsidiaries each of the transition services and support functions set forth on Schedule A, as reasonably required by Sellers in connection with (i) the liquidation of Sellers under the provisions of the Bankruptcy Code and (ii) the operation of Sellers in bankruptcy prior to liquidation (collectively, the “Purchaser Transition Services”). However, the Purchaser Service Providers will have no obligation to provide to any Receiving Party any type of service described on Schedule B. (b) On the terms and conditions of this Agreement, Sellers and their Subsidiaries (the “Seller Service Providers”) shall provide or cause a Third Party Service Provider to provide to Purchaser and its Subsidiaries each of the transition services and support functions set forth on Schedule C (collectively, the “Seller Transition Services”). However, the Seller Service Providers will have no obligation to provide to any Receiving Party any type of service described on Schedule D. (c) Each Service Provider shall, in rendering Transition Services, use reasonable and ordinary care, skill and diligence (and, to the extent such services had been provided by the Service Provider for its own account or for any of its Subsidiaries before the Closing, in a manner consistent with such historic practice), including the exclusions ofwith respect to nature, quality and timeliness, and in accordance with any applicable specifications and limitations onset forth on Schedule A or Schedule C (the foregoing performance standard, liability), unless the Parties expressly agree in writing that such other transition or similar assistance is not governed by this Agreement. For the avoidance of doubtcollectively, the foregoing “Performance Standard”); provided that with respect to Transition Services that a Service Provider renders for (or obtains from a third party for) its own or its Subsidiaries’ operations, a Service Provider shall not require be obligated to render such Transition Service in a manner more favorable to the Recipient than the manner in which such Services are performed or obtained by such Service Provider for its own account. With respect to any Transition Service provided by a Third Party Service Provider, the Service Providers shall use commercially reasonable efforts to cause such Third Party Service Provider to provide any transition or similar assistance that is not otherwise required under such Transition Services in accordance with the terms of this AgreementAgreement and the applicable service agreement obligating such Third Party Service Provider.