Common use of Service Extensions Clause in Contracts

Service Extensions. (a) If Recipient reasonably determines that it will require a Fixed Period Service to continue beyond the FPS Initial Service Period for such Fixed Period Service, Recipient may extend such Fixed Period Service for up to two (2) six (6) month periods (each, an “FPS Service Extension Period”), each upon written notice to Provider no less than sixty (60) days (or such fewer days as specified in Exhibit A) prior to the end of the then-current FPS Initial Service Period or FPS Service Extension Period (provided, however, that the Recipient will notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(a)), as applicable; provided that (i) the Service Fee for each such FPS Service Extension Period shall increase in accordance with Section 3.1(a), and (ii) except to the extent there is an extension in accordance with Section 2.5(b) or Section 10.16, in no event shall any FPS Initial Service Period together with the applicable FPS Service Extension Periods end later than (A) twenty-four (24) months following the Effective Date, and (B) to the extent with respect to any Delayed Asset, the period of time following the date of the applicable Delayed Transfer that is equal to twenty-four (24) months less such number of months (up to a maximum of twelve (12) months) in the period after the Effective Date up to the date of the applicable Delayed Transfer during which Recipient is actually able to conduct material preparatory work regarding transitioning off the Services related to such Delayed Asset. (b) If, having fully exercised its extension rights in Section 2.5(a) or Section 2.5(c) (as applicable), Recipient reasonably determines that it will require a Fixed Period Service or an Event Based Service to continue beyond what would otherwise be the end of the Service Period, because of a delay in (or inability to complete) the transition or migration of such Service as a result of: (i) Provider’s or any of its Affiliates’ or Subcontractors’ material breach of or material failure to perform any of its covenants or agreements under this Agreement or the Work Packages, (ii) any requirement of applicable Laws, or (iii) any act or omission of a Governmental Entity (including any delay or inability to obtain, transfer, change, or approve any Product Registration or Manufacturing Registration), then, without limitation of Section 10.16, Recipient may extend the period of performance of such Fixed Period Service or Event Based Service for the period of such delay or inability (e.g., an extension of up to thirty (30) days where the period of such delay or inability is thirty (30) days) with Provider’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided, that (x) Provider’s consent shall not be required for up to the first twelve (12) months of any such extension pursuant to sub Section (i) (for clarity, the foregoing is without limitation of Recipient’s ability to further extend such services beyond such first twelve (12) months upon Provider’s consent in accordance with this Section 2.5(b)) and (y) in respect of any such extension pursuant to sub Section (iii), only that part of the Fixed Base Service or Event Based Service impacted by the act or omission of a Governmental Entity may be extended. Recipient shall notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(b). During any extension period granted in accordance with this Section 2.5(b), the Parties shall reasonably cooperate to mitigate and cure the circumstances that gave rise to such extension in order to prevent any need for further extensions. (c) If Recipient reasonably determines that it will require an Event Based Service to continue beyond the EBS Initial Service Period for such Event Based Service, upon written notice to Provider no less than ten (10) days prior to the end of the applicable EBS Initial Service Period (provided, however, that the Recipient will notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(c)), the period of performance for such Event Based Service shall be extended for a period equaling six (6) months less the duration of any EBS Tail Period with respect to such Event Based Service (such extension period, an “EBS Service Extension Period”); provided that the Service Fee for each such EBS Service Extension Period shall increase in accordance with Section 3.1(a). For clarity, except to the extent there is an extension in accordance with Section 2.5(b), no Event Based Service with an EBS Tail Period equaling six (6) months shall be eligible for extension.

Service Extensions. In the event that Service Recipient desires to extend the Term of any Service (aother than a Non-Extendable Service) If beyond its Term, Service Recipient reasonably determines that it will require a Fixed Period shall have the one-time right to do so by providing Service to continue beyond the FPS Initial Service Period for such Fixed Period Service, Recipient may extend such Fixed Period Service for up to two (2) six (6) month periods (each, an “FPS Service Extension Period”), each upon Provider with written notice to Provider of the desired extension, (i) in the case of the Extended Notice Services, no less later than sixty one-hundred and eighty (60180) days (or such fewer days as specified in Exhibit A) prior to the end expiration of the then-current FPS Initial Service Period or FPS Service Extension Period (provided, however, that the Recipient will notify the Provider immediately upon becoming aware Term of any event which would give rise to the Recipient exercising its rights under this Section 2.5(a)), as applicable; provided that (i) the Service Fee for each such FPS Service Extension Period shall increase in accordance with Section 3.1(a)Extended Notice Service, and (ii) except to in the extent there is an extension in accordance with Section 2.5(b) or Section 10.16case of all other Services, in no event shall any FPS Initial Service Period together with the applicable FPS Service Extension Periods end later than one-hundred and twenty (A) twenty-four (24) months following the Effective Date, and (B) to the extent with respect to any Delayed Asset, the period of time following the date of the applicable Delayed Transfer that is equal to twenty-four (24) months less such number of months (up to a maximum of twelve (12) months) in the period after the Effective Date up to the date of the applicable Delayed Transfer during which Recipient is actually able to conduct material preparatory work regarding transitioning off the Services related to such Delayed Asset. (b) If, having fully exercised its extension rights in Section 2.5(a) or Section 2.5(c) (as applicable), Recipient reasonably determines that it will require a Fixed Period Service or an Event Based Service to continue beyond what would otherwise be the end of the Service Period, because of a delay in (or inability to complete) the transition or migration of such Service as a result of: (i) Provider’s or any of its Affiliates’ or Subcontractors’ material breach of or material failure to perform any of its covenants or agreements under this Agreement or the Work Packages, (ii) any requirement of applicable Laws, or (iii) any act or omission of a Governmental Entity (including any delay or inability to obtain, transfer, change, or approve any Product Registration or Manufacturing Registration), then, without limitation of Section 10.16, Recipient may extend the period of performance of such Fixed Period Service or Event Based Service for the period of such delay or inability (e.g., an extension of up to thirty (30) days where the period of such delay or inability is thirty (30) days) with Provider’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided, that (x) Provider’s consent shall not be required for up to the first twelve (12) months of any such extension pursuant to sub Section (i) (for clarity, the foregoing is without limitation of Recipient’s ability to further extend such services beyond such first twelve (12) months upon Provider’s consent in accordance with this Section 2.5(b)) and (y) in respect of any such extension pursuant to sub Section (iii), only that part of the Fixed Base Service or Event Based Service impacted by the act or omission of a Governmental Entity may be extended. Recipient shall notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(b). During any extension period granted in accordance with this Section 2.5(b), the Parties shall reasonably cooperate to mitigate and cure the circumstances that gave rise to such extension in order to prevent any need for further extensions. (c) If Recipient reasonably determines that it will require an Event Based Service to continue beyond the EBS Initial Service Period for such Event Based Service, upon written notice to Provider no less than ten (10120) days prior to the end expiration of the applicable EBS Initial Term of such Service. Such notice shall indicate the period during which Service Period (Recipient wishes to receive such Service after the date of expiration of the Term for such Service; provided that such requested extension period shall not extend beyond the date which is two years after the Distribution Date. Subject to Section 2.13, subject to obtaining any necessary third party consents, Service Provider shall provide such services, or cause such services to be provided, howeverto Service Recipient for such additional period, it being understood and agreed that the Recipient will notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(c)), the period of performance Service Fees for such Event Based each applicable Service shall be extended increased by ten percent (10%) over and above the then current Service Fee (as the same may be increased pursuant to Section 3.1) during the applicable additional period. Service Recipient will also reimburse Service Provider for a period equaling six any reasonable and documented incremental fees and costs (6including internal fees and costs) months less incurred by Service Provider in connection with extending any Service (provided that Service Provider shall use commercially reasonable efforts to mitigate any such incremental fees and costs) and/or charged by third parties in connection with granting any consent or otherwise extending any Service. In addition, if the duration original Term of any EBS Tail Period with respect to such Event Based telecommunications Service (such extension periodset forth on Section I of Schedule I is extended, an “EBS Service Extension Period”); provided that the Service Fee Fees for each such EBS Service Extension Period shall increase include (x) any excise Taxes imposed on Harbor or its Affiliates in accordance connection with Section 3.1(asuch Service, and (y) any Taxes on the amounts described in (x). For clarityNotwithstanding anything contained in this Agreement, except to Non-Extendable Services may not be extended beyond the extent there is an extension original Term thereof, as indicated in accordance with Section 2.5(b), no Event Based Service with an EBS Tail Period equaling six (6) months shall be eligible for extension18.

Service Extensions. In the event that Service Recipient desires to extend the Term of any Service (aother than a Non-Extendable Service) If beyond its Term, Service Recipient reasonably determines that it will require a Fixed Period shall have the one-time right to do so by providing Service to continue beyond the FPS Initial Service Period for such Fixed Period Service, Recipient may extend such Fixed Period Service for up to two (2) six (6) month periods (each, an “FPS Service Extension Period”), each upon Provider with written notice to Provider of the desired extension, (i) in the case of the Extended Notice Services, no less later than sixty one-hundred and eighty (60180) days (or such fewer days as specified in Exhibit A) prior to the end expiration of the then-current FPS Initial Service Period or FPS Service Extension Period (provided, however, that the Recipient will notify the Provider immediately upon becoming aware Term of any event which would give rise to the Recipient exercising its rights under this Section 2.5(a)), as applicable; provided that (i) the Service Fee for each such FPS Service Extension Period shall increase in accordance with Section 3.1(a)Extended Notice Service, and (ii) except to in the extent there is an extension in accordance with Section 2.5(b) or Section 10.16case of all other Services, in no event shall any FPS Initial Service Period together with the applicable FPS Service Extension Periods end later than one-hundred and twenty (A) twenty-four (24) months following the Effective Date, and (B) to the extent with respect to any Delayed Asset, the period of time following the date of the applicable Delayed Transfer that is equal to twenty-four (24) months less such number of months (up to a maximum of twelve (12) months) in the period after the Effective Date up to the date of the applicable Delayed Transfer during which Recipient is actually able to conduct material preparatory work regarding transitioning off the Services related to such Delayed Asset. (b) If, having fully exercised its extension rights in Section 2.5(a) or Section 2.5(c) (as applicable), Recipient reasonably determines that it will require a Fixed Period Service or an Event Based Service to continue beyond what would otherwise be the end of the Service Period, because of a delay in (or inability to complete) the transition or migration of such Service as a result of: (i) Provider’s or any of its Affiliates’ or Subcontractors’ material breach of or material failure to perform any of its covenants or agreements under this Agreement or the Work Packages, (ii) any requirement of applicable Laws, or (iii) any act or omission of a Governmental Entity (including any delay or inability to obtain, transfer, change, or approve any Product Registration or Manufacturing Registration), then, without limitation of Section 10.16, Recipient may extend the period of performance of such Fixed Period Service or Event Based Service for the period of such delay or inability (e.g., an extension of up to thirty (30) days where the period of such delay or inability is thirty (30) days) with Provider’s prior written consent (not to be unreasonably withheld, conditioned, or delayed); provided, that (x) Provider’s consent shall not be required for up to the first twelve (12) months of any such extension pursuant to sub Section (i) (for clarity, the foregoing is without limitation of Recipient’s ability to further extend such services beyond such first twelve (12) months upon Provider’s consent in accordance with this Section 2.5(b)) and (y) in respect of any such extension pursuant to sub Section (iii), only that part of the Fixed Base Service or Event Based Service impacted by the act or omission of a Governmental Entity may be extended. Recipient shall notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(b). During any extension period granted in accordance with this Section 2.5(b), the Parties shall reasonably cooperate to mitigate and cure the circumstances that gave rise to such extension in order to prevent any need for further extensions. (c) If Recipient reasonably determines that it will require an Event Based Service to continue beyond the EBS Initial Service Period for such Event Based Service, upon written notice to Provider no less than ten (10120) days prior to the end expiration of the applicable EBS Initial Term of such Service. Such notice shall indicate the period during which Service Period (Recipient wishes to receive such Service after the date of expiration of the Term for such Service; provided that such requested extension period shall not extend beyond the date which is two years after the Distribution Date. Subject to Section 2.13, subject to obtaining any necessary third party consents, Service Provider shall provide such services, or cause such services to be provided, howeverto Service Recipient for such additional period, it being understood and agreed that the Recipient will notify the Provider immediately upon becoming aware of any event which would give rise to the Recipient exercising its rights under this Section 2.5(c)), the period of performance Service Fees for such Event Based each applicable Service shall be extended increased by ten percent (10%) over and above the then current Service Fee (as the same may be increased pursuant to Section 3.1) during the applicable additional period. Service Recipient will also reimburse Service Provider for a period equaling six any reasonable and documented incremental fees and costs (6including internal fees and costs) months less incurred by Service Provider in connection with extending any Service (provided that Service Provider shall use commercially reasonable efforts to mitigate any such incremental fees and costs) and/or charged by third parties in connection with granting any consent or otherwise extending any Service. In addition, if the duration original Term of any EBS Tail Period with respect to such Event Based telecommunications Service (such extension periodset forth on Sections of Schedule I is extended, an “EBS Service Extension Period”); provided that the Service Fee Fees for each such EBS Service Extension Period shall increase include (x) any excise Taxes imposed on Harbor or its Affiliates in accordance connection with Section 3.1(asuch Service, and (y) any Taxes on the amounts described in (x). For clarityNotwithstanding anything contained in this Agreement, except to Non-Extendable Services may not be extended beyond the extent there is an extension original Term thereof, as indicated in accordance with Section 2.5(b), no Event Based Service with an EBS Tail Period equaling six (6) months shall be eligible for extension18.