Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement, Limited Brands agrees to provide to the Company, or procure the provision to the Company of, and the Company agrees to purchase from Limited Brands, the Services. (b) Notwithstanding anything herein to the contrary, (1) the Services to be provided to the Company under this Agreement shall, at the Company’s request, be provided to each Subsidiary of the Company which is directly involved in the operation of Express stores, and (2) Limited Brands shall have the right, in its sole and absolute discretion, to satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries (directly or through one or more Subcontractors as set forth in Section 3.02) to provide or procure such Services in the manner set forth on the Schedules, (3) in no event shall Limited Brands be required to provide the Company with any Service for any fiscal year at volumes or levels more than 110% of the volumes or levels provided to the Company in the immediately preceding fiscal year with respect to such Service and (4) with respect to all Services, except as otherwise expressly provided herein, Limited Brands will only make recommendations regarding such Services and the Company shall have the sole responsibility to make and will make all final decisions and determinations regarding the same. With respect to Services provided to, or procured on behalf of, any Subsidiary of the Company, the Company agrees to pay or to cause such Subsidiary to pay all amounts payable by or in respect of such Services pursuant to this Agreement. (c) Notwithstanding anything in this Agreement to the contrary, Limited Brands shall not be obligated to provide any Service hereunder where the consent of a third party is reasonably required for the provision of such Service. Limited Brands and the Company each shall use its reasonable commercial efforts to cooperate in obtaining any such consent (the terms of which shall not impose any obligations or conditions on Limited Brands) and the Company shall bear any and all out-of-pocket costs incurred in connection with the obtaining of such consent.
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Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement, The Limited Brands agrees to provide to the CompanyLane Xxxxxx, or procure the provision to the Company Lane Xxxxxx of, and the Company Lane Xxxxxx agrees to purchase from Limited BrandsThe Limited, the Services.
(b) Notwithstanding anything herein to the contrary, (1) the Services to be provided to the Company Lane Xxxxxx under this Agreement shall, at the Company’s Xxxx Xxxxxx'x request, be provided to each any Subsidiary of Lane Xxxxxx so long as such Subsidiary is focused primarily on the Company which is directly involved in sale of, or supporting the operation of Express storessale of, and Large Size Women's Clothing, (2) The Limited Brands shall have the right, in its sole and absolute discretion, to satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries (directly or through one or more Subcontractors as set forth in Section 3.02) to provide or procure such Services in the manner set forth on the Schedules, and (3) in no event shall The Limited Brands be required to provide the Company Lane Xxxxxx with any Service for any fiscal year at volumes or levels more than 110% of the volumes or levels provided to the Company Lane Xxxxxx in the immediately preceding fiscal year with respect to such Service and (4) with respect to all Services, except as otherwise expressly provided herein, Limited Brands will only make recommendations regarding such Services and the Company shall have the sole responsibility to make and will make all final decisions and determinations regarding the sameService. With respect to Services provided to, or procured on behalf of, any Subsidiary of the CompanyLane Xxxxxx, the Company Xxxx Xxxxxx agrees to pay or to cause such Subsidiary to pay all amounts payable by or in respect of such Services pursuant to this Agreement.
(c) . Notwithstanding anything in this Agreement to the contrary, The Limited Brands shall not be obligated to provide any Service hereunder where the consent of a third party is related to and reasonably required for the provision of such Service. The Limited Brands and the Company each Lane Xxxxxx shall use its their reasonable commercial efforts to cooperate in obtaining any such consent (the terms of which shall not impose any obligations or conditions on Limited BrandsThe Limited) and the Company Lane Xxxxxx shall bear any and all out-of-pocket costs incurred in connection with the obtaining of such consent.
Appears in 1 contract
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement, Limited Brands agrees to provide to the Company, or procure the provision to the Company of, and the Company agrees to purchase from Limited Brands, the Services.
(b) Notwithstanding anything herein to the contrary, (1) the Services to be provided to the Company under this Agreement shall, at the Company’s request, be provided to each Subsidiary of the Company which is directly involved in the operation of Express stores, and (2) Limited Brands shall have the right, in its sole and absolute discretion, to satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries (directly or through one or more Subcontractors as set forth in Section 3.02) to provide or procure such Services in the manner set forth on the Schedules, (3) in no event shall Limited Brands be required to provide the Company with any Service for any fiscal year at volumes or levels more than 110% of the volumes or levels provided to the Company in the immediately preceding fiscal year with respect to such Service and (4) with respect to all Services, except as otherwise expressly provided herein, Limited Brands will only make recommendations regarding such Services services and the Company shall have the sole responsibility to make and will make all final decisions and determinations regarding the same. With respect to Services provided to, or procured on behalf of, any Subsidiary of the Company, the Company agrees to pay or to cause such Subsidiary to pay all amounts payable by or in respect of such Services pursuant to this Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, Limited Brands shall not be obligated to provide any Service hereunder where the consent of a third party is reasonably required for the provision of such Service. Limited Brands and the Company each shall use its reasonable commercial efforts to cooperate in obtaining any such consent (the terms of which shall not impose any obligations or conditions on Limited Brands) and the Company shall bear any and all out-of-pocket costs incurred in connection with the obtaining of such consent.
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Purchase and Sale of Services. (a) On Supplier by itself or through its Affiliates agrees to provide to the Recipients, on the terms and subject to the conditions of this AgreementAgreement and in consideration of the Service Charges described below, Limited Brands agrees to provide to the Companyservices described in Schedule I, or procure the provision to the Company ofSchedule II, and the Company agrees to purchase from Limited BrandsSection 1.2 (each individually a “Service” and collectively, the “Services”) for the period designated for each such Service set forth in Section 6.1.
(b) Notwithstanding anything herein At any time following the Closing Date, the Parties may agree in writing to the contraryadd to, (1) delete or modify the Services to be provided to the Company under this Agreement shall, at the Company’s request, be provided to each Subsidiary of the Company which is directly involved in the operation of Express stores, and (2) Limited Brands shall have the right, in its sole and absolute discretion, to satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries (directly or through one or more Subcontractors as set forth in Section 3.02) to provide or procure such Services in the manner set forth on the Schedules, (3) in no event shall Limited Brands be required Schedule I or Schedule II. The costs for Services that are added to provide the Company with any Service for any fiscal year at volumes Schedule I or levels more than 110% of the volumes or levels provided to the Company in the immediately preceding fiscal year with respect to such Service and (4) with respect to all Services, except as otherwise expressly provided herein, Limited Brands will only make recommendations regarding such Services and the Company shall have the sole responsibility to make and will make all final decisions and determinations regarding the same. With respect to Services provided to, or procured on behalf of, any Subsidiary of the Company, the Company agrees to pay or to cause such Subsidiary to pay all amounts payable by or in respect of such Services Schedule II pursuant to this AgreementSection 1.1(b) shall be determined in accordance with Section 2.1.
(c) Notwithstanding anything In performing its obligations under this Agreement, Supplier (or its Affiliates, as applicable) shall:
(i) provide the Services in this Agreement a commercially reasonable manner that is, to the contraryextent applicable, Limited Brands consistent with the manner in which they have been provided in the preceding twelve months and in accordance with the policies and procedures of Supplier in place as of the Closing Date;
(ii) subject to Section 3.1, maintain the necessary resources (human and technological) to provide the Services;
(iii) use commercially reasonable efforts to obtain the authorizations, memberships, licenses, approvals, consents or qualifications of any person as may be necessary for the performance of its obligations pursuant to this Agreement, including obtaining from third party providers all consents necessary to grant any sublicenses in connection with the performance of Services hereunder and maintain such authorizations, memberships, licenses, approvals, consents and qualifications in full force and effect.
(A) Any fee or extra cost charged to Supplier or its Affiliates by third party providers in connection with any such requested consents shall be paid directly by the Supplier and invoiced to the Recipient Representative at cost in accordance with Section 2.2. To the extent that a third party provider charges Recipients directly, Recipients may pay such third party providers directly and shall not be obligated liable to provide any Service hereunder where Supplier for such amounts paid to third party providers.
(B) In the event that the consent of a third party provider, if required, is requested by Supplier and is not obtained within thirty (30) days following the Closing Date, Supplier shall notify Recipient Representative and shall cooperate with Recipient Representative to provide an alternate means of providing the Services affected by such failure to obtain consent, such alternative to be reasonably required for satisfactory to Recipient Representative. In the event that such an alternative is required, Supplier shall provide the Services in such alternative manner and Recipient Representative shall bear any expenses incurred in the provision of such Services through such alternative means.
(d) All Services listed on Schedule I and Schedule II shall be coordinated through a designated service coordinator set forth opposite such Service. Limited Brands Schedule I and Schedule II shall be updated to reflect any changes to the Company each shall designated service coordinator by giving notice to the Recipient Representative.
(e) The Parties acknowledge the transitional nature of the Services. Accordingly, as promptly as practicable following the execution of this Agreement, Recipients agree to use its commercially reasonable commercial efforts to cooperate make a transition of each Service to its own internal organization or to obtain alternate third party sources to provide the Services; provided, that nothing in obtaining any such consent (this Section 1.1(e) shall limit the terms of which shall not impose any obligations or conditions on Limited Brands) and the Company shall bear any and all out-of-pocket costs incurred in connection with the obtaining term of such consentServices as provided in this Agreement or be interpreted as an agreement to transition such Services prior to the expiration of the term of such Services set forth herein.
(f) The Parties acknowledge that the Services are provided for the purpose of integration only, and not for any other purpose, including resale of the Services.
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