Common use of Service Amendments and Additions Clause in Contracts

Service Amendments and Additions. (a) Within the first forty-five (45) days following the Distribution Date, each of Nuance and Cerence Subsidiary may request the other Party to provide services that (i) were provided by the Nuance Business or the SpinCo Business, as applicable, within the twelve (12) months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Business or the SpinCo Business, as applicable, as conducted as of the Distribution Date (“Omitted Services”). Any request for an Omitted Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (b) If a Party agrees to provide Omitted Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted Services. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services, as applicable, shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within the first forty-five six (456) days months following the Distribution Date, each of Nuance Honeywell and Cerence Homes Subsidiary may request the other Party to provide services that (i) were provided by the Nuance Honeywell Business or the SpinCo Business, as applicable, within the twelve (12) months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Honeywell Business or the SpinCo Business, as applicable, as conducted as of the Distribution Date (“Omitted Services”). Any request for an Omitted Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (b) If a Party agrees to provide Omitted Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted Services. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services, as applicable, shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within Subject to this Section 2.06, the first forty-five (45) days following Parties agree that, as of the Distribution Closing Date, each (i) the Services set forth in Schedule A constitute all of Nuance the Services to be provided by members of the Vista Outdoor Group to members of the Revelyst Group and Cerence Subsidiary (ii) the Services set forth in Schedule B constitute all of the Services to be provided by members of the Revelyst Group to members of the Vista Outdoor Group. (b) Each Party may request the other Party to provide provide, or cause the applicable members of the other Party’s Group to provide, amended or additional services that are not the Services identified in Schedule A or Schedule B, as applicable, as of the Closing Date (“Additional Services”). If a Party requests any Additional Services, (i) with respect to any Additional Services that (A) such Party requests within ninety (90) days of the date of this Agreement, (B) such Party reasonably believes is necessary for the continued operation of its business and (C) were provided by the Nuance Business other Party or the SpinCo Business, as applicable, within applicable members of the twelve (12) months other Party’s Group prior to the Distribution Date Closing Date, the other Party shall cooperate in good faith to modify the Schedules or enter into additional Schedules and provide such Additional Services, and (ii) are reasonably necessary for with respect to any Additional Services that do not satisfy the operation conditions set forth in the foregoing clause (i), the other Party may, in its sole discretion, agree to provide, or cause the applicable members of the Nuance Business or the SpinCo Businessits Group to provide, as applicable, as conducted as of the Distribution Date (“Omitted such other Additional Services”). Any request for an Omitted Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (bc) If a Party agrees to provide Omitted provide, or cause the applicable members of its Group to provide, Additional Services pursuant to this Section 2.02(a)2.06, then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will shall describe in detail the serviceservice or function, as applicable, project scope, term, price and payment terms to be charged for such Omitted Additional Services. Once agreed to upon in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of the date of such date amendment and the Omitted Services, as applicable, Additional Services shall be deemed “Services” or “Functions”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within the first forty-five (45) days following the Distribution Date, each of Nuance Honeywell and Cerence TS Subsidiary may request the other Party to provide services that (i) were provided by the Nuance Honeywell Business or the SpinCo Business, as applicable, within the twelve (12) months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Honeywell Business or the SpinCo Business, as applicable, as conducted as of the Distribution Date (“Omitted Services”). Any request for an Omitted Service shall be in writing and shall specify, as applicable, (A) the type and the scope of the requested service, (B) who is requested to perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (b) If a Party agrees to provide Omitted Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted Services. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services, as applicable, shall be deemed “Services” provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within From time to time during the first forty-five (45) days following the Distribution Dateterm, each of Nuance Xerox and Cerence Subsidiary Conduent may request the other Party to provide services that (i) were provided by the Nuance Xerox Business or the SpinCo BPO Business, as applicable, within the twelve (12) 12 months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Xerox Business or the SpinCo BPO Business, as applicable, as conducted as of the Distribution Date (“Omitted Services”). In the event that a Party desires to have the other Party provide Omitted Services or additional services that are not Omitted Services (“Additional Services”), such other Party, in its discretion, may agree to provide such Omitted Services or Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable, applicable (A) the type and the scope of the requested service, (B) who is requested to shall perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (b) If a Party agrees to provide Omitted Services or Additional Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will describe in detail the service, project scope, term, price and payment terms to be charged for such Omitted or Additional Services. Once agreed to in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services or Additional Services, as applicable, shall be deemed “Services” ”, provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within From time to time during the first forty-five (45) days following the Distribution Dateterm, each of Nuance Xxxxxx and Cerence Subsidiary Cable may request the other Party to provide services that (i) were provided by the Nuance Xxxxxx Business or the SpinCo Cable Business, as applicable, applicable within the twelve (12) 12 months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Xxxxxx Business or the SpinCo Cable Business, as applicable, as conducted as of the Distribution Date (“Omitted Services”). In the event that a Party desires to have the other Party provide Omitted Services or additional services that are not Omitted Services (“Additional Services”), such other Party, in its discretion, many agree to provide such Additional Services. Any request for an Omitted Service or Additional Service shall be in writing and shall specify, as applicable, applicable (A) the type and the scope of the requested service, (B) who is requested to shall perform the requested service, (C) where and to whom the requested service is to be provided and (D) the proposed term for the requested service. The Parties shall discuss in good faith the terms under which such Omitted Services may be provided. (b) If a Party agrees to provide Omitted Services or Additional Services pursuant to Section 2.02(a), then the Parties shall in good faith negotiate an amendment to Schedule A or and/or Schedule B, as applicable, which will describe in detail the serviceservice or service category, as applicable, project scope, term, price and payment terms to be charged for such Omitted and/or Additional Services. Once agreed to in writing, the amendment to Schedule A or and/or Schedule B, as applicable, shall be deemed part of this Agreement as of such date and the Omitted Services or Additional Services, as applicable, shall be deemed “Services” or “Service Categories”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.

Service Amendments and Additions. (a) Within Subject to this Section 2.06, the first forty-five (45) days following Parties agree that, as of the Distribution Date, each (i) the Services set forth in Schedule A constitute all of Nuance the Services to be provided by members of the Vista Outdoor Group to members of the [Outdoor Products] Group and Cerence Subsidiary (ii) the Services set forth in Schedule B constitute all of the Services to be provided by members of the [Outdoor Products] Group to members of the Vista Outdoor Group. (b) Each Party may request the other Party to provide provide, or cause the applicable members of the other Party’s Group to provide, amended or additional services that (i) were provided by are not the Nuance Business Services identified in Schedule A or the SpinCo BusinessSchedule B, as applicable, within the twelve (12) months prior to the Distribution Date and (ii) are reasonably necessary for the operation of the Nuance Business or the SpinCo Business, as applicable, as conducted as of the Distribution Date (“Omitted Additional Services”). Any request for an Omitted Service shall be in writing and shall specifyIf a Party requests any Additional Services, as applicable, (i) with respect to any Additional Services that (A) the type and the scope such Party requests within ninety (90) days of the requested servicedate of this Agreement, (B) who such Party reasonably believes is requested to perform necessary for the requested service, continued operation of its business and (C) where and were provided by the other Party or the applicable members of the other Party’s Group prior to whom the requested service is to be provided and (D) Distribution Date, the proposed term for the requested service. The Parties other Party shall discuss cooperate in good faith to modify the terms under which Schedules or enter into additional Schedules and provide such Omitted Additional Services, and (ii) with respect to any Additional Services may be providedthat do not satisfy the conditions set forth in the foregoing clause (i), the other Party may, in its sole discretion, agree to provide, or cause the applicable members of its Group to provide, such other Additional Services. (bc) If a Party agrees to provide Omitted provide, or cause the applicable members of its Group to provide, Additional Services pursuant to this Section 2.02(a)2.06, then the Parties shall in good faith negotiate an amendment to Schedule A or Schedule B, as applicable, which will shall describe in detail the serviceservice or function, as applicable, project scope, term, price and payment terms to be charged for such Omitted Additional Services. Once agreed to upon in writing, the amendment to Schedule A or Schedule B, as applicable, shall be deemed part of this Agreement as of the date of such date amendment and the Omitted Services, as applicable, Additional Services shall be deemed “Services” or “Functions”, as applicable, provided hereunder, in each case subject to the terms and conditions of this Agreement; provided, however, that no Service Provider shall be required to provide any Omitted Services, at any price, that would prevent, or be reasonably likely to prevent, or be inconsistent with the qualification of the Distribution as a tax-free transaction for U.S. federal, state and local income tax purposes.