Common use of Purchase and Sale of Services Clause in Contracts

Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Charges described in Article III below, the Company and KSI, as applicable, agree to provide to the other party the services described in the attached Services Schedule (the "SERVICES SCHEDULE") attached to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment to the Services Schedule attached hereto. Collectively, the services described on the Services Schedule as a whole (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall be referred to herein as the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; and any other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreement, or, if the Services Schedule is amended after the execution of this Agreement, the obligations created by such amendment to the Services Schedule shall be effective upon execution of such written amendment to the Services Schedule. At its option, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries. Unless otherwise specifically agreed by the Service Provider and the Service Recipient, the Services to be provided hereunder shall be substantially similar in scope, quality and nature to those provided by the Company prior to the Closing Date, shall be performed by the same or similarly qualified personnel, and shall be provided only at the locations such Services are being provided by the Company prior to the Closing Date; provided, however, that the selection of personnel to perform the Services shall be at the sole discretion of the Service Provider; and provided, further, that, except as expressly provided in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been provided by the Company prior to the Closing Date. The Service Recipient shall use reasonable efforts, in connection with receiving Services, to follow the policies, procedures and practices in effect before the Closing Date including providing information and documentation sufficient for the Service Provider to perform the Services as they were performed before the Closing Date and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely manner.

Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the payment of the Service Charges described Costs in Article III belowaccordance with Section 3.01, after the Company Distribution Time each of (NY) 14150/039/8K/EXHIBITS FOR MUSA 8K/Exhibit 10.2 Transition Services Agreement.doc Mxxxxx Oil and KSIMxxxxx USA (each in its capacity as a provider of Services, as applicable, agree “Provider”) agrees to provide to the other party (in its capacity as a recipient of Services, “Recipient”), or procure the services described in the attached Services Schedule (the "SERVICES SCHEDULE") attached provision to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment Recipient of, and Recipient agrees to the Services Schedule attached hereto. Collectivelypurchase from Provider, the transition services described set forth on the Schedule A as Services Schedule as a whole (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall be referred to herein as the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; and any other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreement, or, if the Services Schedule is amended after the execution of this Agreement, the obligations created by such amendment to the Services Schedule shall be effective upon execution of such written amendment to the Services Schedule. At its option, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries. Unless otherwise specifically agreed by the Service relevant Provider and (the Service Recipient, “Services”). (a) It is understood that (i) the Services to be provided hereunder to Recipient under this Agreement shall, at Recipient’s request, be provided to any Person that is a Subsidiary of Recipient (and to the extent Services are so provided, references to “Recipient” (and related references) shall be substantially similar in scopeconstrued accordingly as the context requires) and (ii) Provider may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Affiliates to provide or procure such Services (and, quality and nature to those provided by the Company prior to the Closing Dateextent Services are so provided, references to “Provider” (and related references) shall be performed construed accordingly as the context requires), which Affiliates it may change at its discretion from time to time; provided that Provider shall remain responsible for the performance of such Affiliates. With respect to Services provided to, or procured on behalf of, any Subsidiary of Recipient, Recipient agrees to pay on behalf of such Subsidiary, or cause such Subsidiary to pay, all amounts payable by or in respect of such Services pursuant to this Agreement. (b) Except for the same or similarly qualified personnel, and shall Services expressly contemplated to be provided only at the locations such Services are being provided by the Company prior in accordance with this Section 2.01, Provider shall have no obligation under this Agreement to provide any services to the Closing Date; provided, however, that the selection of personnel Recipient Group. Provider agrees to perform the Services shall be at the sole discretion of the Service Provider; and provided, further, that, except as expressly provided consider in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been provided good faith any requests by the Company prior to the Closing Date. The Service Recipient shall use reasonable efforts, in connection with receiving Services, to follow the policies, procedures and practices in effect before the Closing Date including providing information and documentation sufficient for the Service provision of any additional services. Any such additional services that Provider agrees to perform provide will be on such terms and conditions (including pricing) as the Services as they were performed before the Closing Date parties shall mutually and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely manneragree.

Purchase and Sale of Services. On the terms and subject to the conditions of set forth in this Agreement and in consideration of the Service Charges described (as defined in Article III belowSection 2.1), the Company and KSI, as applicable, agree Medarex agrees to provide to Celldex, and Celldex agrees to purchase from Medarex, those Services that the other party parties mutually agree upon in accordance with this Section 1.1: (a) Celldex may, in its sole discretion, request in writing on a calendar quarter-by-calendar quarter basis that Medarex provide any of the services Services described in Exhibit A. Any such request shall be made at least ninety (90) days, or such other time period that the parties mutually agree upon, prior to the first day of the calendar quarter during which Celldex wishes Medarex to provide the designated Services. Medarex shall be under no obligation to provide the Services requested by Celldex unless expressly and mutually agreed by the parties and set forth on a Service Provision Form (as defined below). (b) The parties shall negotiate in good faith the scope and nature of any Services to be provided, including the timeframes and costs for provision, any Deliverables (as defined below) to be provided, any key Medarex personnel to be involved, and any other relevant details. Each of the Services and all such details mutually agreed upon by the parties shall be set forth in substantially the form attached Services Schedule hereto as Exhibit B (the "SERVICES SCHEDULEService Provision Form") ). Each Service Provision Form shall describe a specific single Service that Medarex will provide and shall be signed by a Senior Vice President of Medarex and an officer of Celldex and attached to this Agreement hereto as EXHIBIT A. Each Exhibit C, with each subsequent Service Provision Form being appended hereto as a sequentially labeled exhibit. For example, the first Service shall be covered by this Agreement upon inclusion in or amendment to the Services Schedule attached hereto. Collectivelylabeled as Exhibit C-1, the services described on the Services Schedule as a whole (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular second Service shall be referred labeled as Exhibit C-2, etc. Any amendments to herein as or extensions of an executed Service Provision Form shall be signed by a Senior Vice President of Medarex and an officer of Celldex and appropriately entitled and appended to the "SERVICE PROVIDER," and the party receiving a particular relevant sequentially numbered exhibit. (c) The parties agree that, unless otherwise specified in an executed Service Provision Form, each Service shall be referred provided on a calendar quarterly basis, subject to herein as the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; renewal upon a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; and any other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreement, or, calendar quarterly basis if the Services Schedule is amended after the execution of this Agreement, the obligations created by such amendment to the Services Schedule shall be effective upon execution of such written amendment to the Services Schedule. At its option, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries. Unless otherwise specifically agreed by the Service Provider and the Service Recipient, the Services to be provided hereunder shall be substantially similar in scope, quality and nature to those provided by the Company parties mutually agree with respect thereto within thirty (30) days prior to the Closing Dateend of the then-current calendar quarter. In addition, shall be performed by the same or similarly qualified personneleither party may, and shall be provided only at the locations such Services are being provided by the Company within thirty (30) days prior to the Closing Date; providedend of the then current calendar quarter, howeverrequest terminations or revisions to the provision of any Service, that in which case the selection of personnel to perform the Services parties will in good faith discuss such requested terminations or revisions. Any such termination or revision request shall be at the sole discretion made in writing, signed by a Senior Vice President of the Service Provider; Medarex and providedan officer of Celldex, further, that, except as expressly provided in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been provided by the Company prior and appended to the Closing Date. The relevant Service Recipient shall use reasonable efforts, Provision Form in connection accordance with receiving Services, to follow the policies, procedures and practices in effect before the Closing Date including providing information and documentation sufficient for the Service Provider to perform the Services as they were performed before the Closing Date and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely mannerSection 1.1(b).

Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Charges Costs described in Article III below, the Company and KSI, as applicable, agree to Pitney Xxxxx agrees to: (a) provide to Office Systems, or procure the other party provision to Office Systems of, and Office Systems agrees to purchase from Pitney Xxxxx, the transition services described in the attached Services Schedule (the "SERVICES SCHEDULENon-IT Services") attached to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment to the Services set forth on Schedule attached hereto. Collectively, the services described on the Services Schedule as a whole 1 (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall subschedules thereto), as such may be referred to herein as amended by the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; parties and any other services that (i) Office Systems, in the ordinary course prior to the Distribution Date, received in whole or in part from the Pitney Xxxxx Group or in reliance upon or in connection with Pitney Xxxxx' business (but, in the case of a service provided only in part by the Pitney Xxxxx Group, only to the extent such service was provided in the ordinary course by the Pitney Xxxxx Group prior to the Distribution Date); (ii) are provided to Office Systems pursuant to (i) above and are identified in writing by Office Systems to Pitney Xxxxx within forty-five days of the Distribution Date; or (iii) are reasonably necessary for Office Systems to conduct its operations as conducted in the ordinary course prior to the Distribution Date, consistent with the historical provision of such services and the other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreementagreement, oror otherwise upon pricing and other terms and conditions reasonably acceptable to both parties. (b) provide to Office Systems, if or procure the Services Schedule is amended after the execution of this Agreementprovision to Office Systems of, and Office Systems agrees to purchase from Pitney Xxxxx, the obligations created by such amendment to information technology, computing and telecommunications services (the Services Schedule shall be effective upon execution of such written amendment to "IT Services" and, together with the Services Schedule. At its optionNon-IT Services, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries"Services" and each, a "Service") as set forth on Schedule 2. Unless otherwise specifically agreed by the Service Provider Pitney Xxxxx and the Service RecipientOffice Systems, the IT Services to be provided or procured by Pitney Xxxxx hereunder shall be substantially similar in scope, quality quality, and nature to those customarily provided by to, or procured on behalf of, the Company Office Systems Group prior to the Closing Date, shall be performed by the same or similarly qualified personnel, Distribution Date and shall be provided only at include IT Services that (i) Office Systems, in the locations such Services are being provided by the Company ordinary course prior to the Closing Distribution Date, received in whole or in part from the Pitney Xxxxx Group; (ii) are identified in writing by Office Systems to Pitney Xxxxx within forty-five days of the Distribution Date; provided, however, that or (iii) are reasonably necessary for Office Systems to conduct its operations as conducted in the selection of personnel to perform the Services shall be at the sole discretion of the Service Provider; and provided, further, that, except as expressly provided in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been provided by the Company ordinary course prior to the Closing Distribution Date. The Service Recipient shall use reasonable efforts, in connection consistent with receiving Servicesthe historical provision of such services and the other terms of this agreement, or otherwise upon pricing and other terms and conditions reasonably acceptable to follow the policies, procedures and practices in effect before the Closing Date including providing information and documentation sufficient for the Service Provider to perform the Services as they were performed before the Closing Date and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely mannerboth parties.

Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Charges described in Article III belowAgreement, the Company and KSI, as applicable, agree Limited Brands agrees to provide to Buyer, or procure the other party provision to Buyer of, and Buyer agrees to purchase from Limited Brands, the services described in the attached Services Schedule Services. (the "SERVICES SCHEDULE"b) attached to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment Notwithstanding anything herein to the Services Schedule attached hereto. Collectivelycontrary, the services described on the Services Schedule as a whole (including Additional Services1) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall be referred to herein as the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; and any other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreement, or, if the Services Schedule is amended after the execution of this Agreement, the obligations created by such amendment to the Services Schedule shall be effective upon execution of such written amendment to the Services Schedule. At its option, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries. Unless otherwise specifically agreed by the Service Provider and the Service Recipient, the Services to be provided hereunder shall be substantially similar in scopeto Buyer under this Agreement shall, quality and nature to those provided by the Company prior to the Closing Dateat Buyer’s request, shall be performed by the same or similarly qualified personnel, and shall be provided only at to any Subsidiary of Buyer, (2) subject to Section 3.02 and Schedule IV attached hereto, Limited Brands shall have the locations 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; provided that if such Services are being provided to other Limited Brands Entities or their Affiliates, or Service Entities, Limited Brands shall only be permitted to cause its Subsidiaries or engage Subcontractors to provide or procure Services to substantially the same extent and at substantially the same quality and cost as such Services are provided by Subsidiaries or Subcontractors to all such Limited Brands Entities and their Affiliates and Service Entities, (it being understood that from time to time immaterial discrepancies may exist between the Company prior extent, quality and/or cost of such services that are provided by Subsidiaries or Subcontractors to Limited Brands Entities, their Affiliates, Service Entities and Buyer and its Subsidiaries), and (3) in no event shall Limited Brands be required to provide Buyer and its Subsidiaries with any Service for any fiscal year at volumes or levels more than 115% of the volumes or levels provided to Buyer and its Subsidiaries in the immediately preceding fiscal year with respect to such Service unless such increase was caused by facts, actions or events other than growth or expansion of Buyer’s or its Subsidiaries’ businesses and (4) in no event shall Limited Brands be required to provide Buyer and its Subsidiaries with any Service other than services related to apparel and related merchandise and accessories customarily handled by Limited Brands, excluding any personal care or cosmetics products. With respect to Services provided to, or procured on behalf of, any Subsidiary of Buyer, Buyer 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 Closing Datecontrary, (i) Limited Brands shall not be obligated to provide any Service to Buyer where the consent of a third party is related to and reasonably required for the provision of such Service as long as such consent has not been obtained and (ii) Limited Brands shall not be obligated to provide any Service to Target or its Subsidiaries where the consent of a third party is related to and reasonably required for the provision of such Service as long as such consent has not been obtained and such consent is set forth on Appendix A attached hereto (“Scheduled Consents”). Limited Brands and Buyer shall use their commercially reasonable efforts to cooperate in obtaining any Scheduled Consents, (or to obtain such consent on behalf of Target and its Subsidiaries), on the best terms available under the circumstances (the terms of which shall not impose any obligations or conditions on Limited Brands or without Buyer’s prior written consent on Buyer or any of its Subsidiaries), including preparing and sending letters requesting consent to third parties from whom a Scheduled Consent is required in order for Limited Brands to provide the applicable Service hereunder. Buyer shall bear any and all costs incurred in connection with the obtaining of such Scheduled Consents and shall pay all fees directly to such third party to the extent such fees have been approved by Buyer; provided, however, provided that the selection Buyer shall have no obligation to pay for or reimburse Limited Brands for any consent fees that have been paid by Limited Brands or any of personnel its Affiliates pursuant to perform the Services shall be at the sole discretion Section 5.09(c) of the Stock Purchase Agreement. (d) Limited Brands, Buyer and Target acknowledge and agree that (i) certain consents will be required in order for Limited Brands to be permitted to provide certain Services to Buyer (“Additional Consents”), and (ii) the Scheduled Consents include some, but not necessarily all, of the Additional Consents. Limited Brands will use its good faith reasonable efforts to identify to Buyer all Additional Consents in writing no later than 5:00 PM on Wednesday, December 11, 2002. Within five Business Days after receipt of such information from Limited Brands, Buyer will notify Limited Brands in writing of those Additional Consents that it wishes Limited Brands to obtain (“Selected Additional Consents”). Limited Brands and Buyer shall use their commercially reasonable efforts to cooperate in obtaining any Selected Additional Consents, (or to obtain such consent on Buyer’s behalf), on the best terms available under the circumstances (the terms of which shall not impose any obligations or conditions on Limited Brands or without Buyer’s prior written consent on Buyer or any of its Subsidiaries), including preparing and sending letters requesting consent to third parties from whom a Selected Additional Consent is required in order for Limited Brands to provide the applicable Service Providerhereunder. To the extent that a Selected Additional Consent is required from a third party that (i) has already received a request from Limited Brands for consent with respect to the provision of Services to Target and its Subsidiaries, but not to Buyer, and (ii) has not yet granted its consent with respect to thereto, Limited Brands will amend its request to such third party as necessary so that such request will be for a consent to provide the applicable Service to Buyer, Target and Target’s Subsidiaries. To the extent that a Selected Additional Consent is required from a third party that has already granted consent with respect to the provision of Services to Target and Target’s Subsidiaries, but not to Buyer, Limited Brands and Buyer will use their commercially reasonable efforts to obtain a modification of such consent that would permit Limited Brands to provide the applicable Services to Buyer, Target and Target’s Subsidiaries. Buyer shall bear any and all costs incurred in connection with the obtaining of such Selected Additional Consents and shall pay all fees directly to such third party to the extent such fees have been approved by Buyer; and provided, further, that, except as expressly provided in that Buyer shall have no obligation to pay for or reimburse Limited Brands for any consent fees that have been paid by Limited Brands or any of its Affiliates pursuant to Section 5.09(c) of the Stock Purchase Agreement. (e) To the extent that a Limited Brands Entity enters into any license with a third party for the provision of Services to Buyer or its Subsidiaries during the term of this Agreement, the Service Provider such license shall not be required permit Limited Brand Entities to increase the volume, scope or quality of the provide Services provided beyond that which has been provided by the Company prior to the Closing Date. The Service Recipient shall use reasonable efforts, in connection with receiving Services, to follow the policies, procedures Buyer and practices in effect before the Closing Date including providing information and documentation sufficient for the Service Provider to perform the Services as they were performed before the Closing Date and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely mannersuch Subsidiaries.

Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Charges Costs described in Article III below, the Company and KSI, as applicable, agree to Pitney Xxxxx agrees to: (a) provide to Imagistics, or procure the other party provision to Imagistics of, and Imagistics agrees to purchase from Pitney Xxxxx, the transition services described in the attached Services Schedule (the "SERVICES SCHEDULENon-IT Services") attached to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment to the Services set forth on Schedule attached hereto. Collectively, the services described on the Services Schedule as a whole 1 (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall subschedules thereto), as such may be referred to herein as amended by the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; parties and any other services that (i) Imagistics, in the ordinary course prior to the Distribution Date, received in whole or in part from the Pitney Xxxxx Group or in reliance upon or in connection with Pitney Xxxxx' business (but, in the case of a service provided only in part by the Pitney Xxxxx Group, only to the extent such service was provided in the ordinary course by the Pitney Xxxxx Group prior to the Distribution Date); (ii) are provided to Imagistics pursuant to (i) above and are identified in writing by Imagistics to Pitney Xxxxx within forty-five days of the Distribution Date; or (iii) are reasonably necessary for Imagistics to conduct its operations as conducted in the ordinary course prior to the Distribution Date, consistent with the historical provision of such services and the other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreementagreement, oror otherwise upon pricing and other terms and conditions reasonably acceptable to both parties. (b) provide to Imagistics, if or procure the Services Schedule is amended after the execution of this Agreementprovision to Imagistics of, and Imagistics agrees to purchase from Pitney Xxxxx, the obligations created by such amendment to information technology, computing and telecommunications services (the Services Schedule shall be effective upon execution of such written amendment to "IT Services" and, together with the Services Schedule. At its optionNon-IT Services, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries"Services" and each, a "Service") as set forth on Schedule 2. Unless otherwise specifically agreed by the Service Provider Pitney Xxxxx and the Service RecipientImagistics, the IT Services to be provided or procured by Pitney Xxxxx hereunder shall be substantially similar in scope, quality quality, and nature to those customarily provided by to, or procured on behalf of, the Company Imagistics Group prior to the Closing Date, shall be performed by the same or similarly qualified personnel, Distribution Date and shall be provided only at include IT Services that (i) Imagistics, in the locations such Services are being provided by the Company ordinary course prior to the Closing Distribution Date, received in whole or in part from the Pitney Xxxxx Group; (ii) are identified in writing by Imagistics to Pitney Xxxxx within forty-five days of the Distribution Date; provided, however, that or (iii) are reasonably necessary for Imagistics to conduct its operations as conducted in the selection of personnel to perform the Services shall be at the sole discretion of the Service Provider; and provided, further, that, except as expressly provided in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been provided by the Company ordinary course prior to the Closing Distribution Date. The Service Recipient shall use reasonable efforts, in connection consistent with receiving Servicesthe historical provision of such services and the other terms of this agreement, or otherwise upon pricing and other terms and conditions reasonably acceptable to follow the policies, procedures and practices in effect before the Closing Date including providing information and documentation sufficient for the Service Provider to perform the Services as they were performed before the Closing Date and making available, as reasonably requested by the Service Provider, adequate personnel and timely decisions, approvals and acceptances in order that the Service Provider may accomplish its obligations hereunder in a timely mannerboth parties.