Common use of Service Limitations Clause in Contracts

Service Limitations. 4.5.1 Notwithstanding any provision of this Agreement to the contrary: (a) except as and to the extent necessary for the receipt of any Services by Supplier, any arrangements provided under and subject to the other Ancillary Agreements, Distributor shall have no obligation to provide Supplier with access to or use of any Distributor information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (b) Distributor shall have no obligation to provide Supplier with any Excluded Services and Distributor shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax matters) to Supplier or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor shall have no obligation, unless to the extent necessary to provide the Services, and without limiting, for clarity, Section 10.1, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier or any of its Representatives; and (d) in no event shall Distributor or its Affiliates have any obligation to favor Supplier or any of its Affiliates’ operation of the SpinCo Business over its own business operations or those of its Affiliates. 4.5.2 Notwithstanding any provision of this Agreement to the contrary, Distributor shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor by applicable Law or regulation; (b) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor to any Third Party(ies). Distributor will provide written notice to Supplier to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof); (c) hire any additional employees, maintain the employment of any one or more specific employees, or purchase, lease or license any additional equipment, software (including additional seats or instances under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to Distributor’s compliance with its obligations to provide the applicable Services in the Pre-Effective Date Distribution Form to the extent required by Section 4.4.1); or (d) bear or pay any costs related to the conversion of the Supplier’s data at the Supplier’s request without limiting, for clarity, Sections 4.4.1 and 4.7. 4.5.3 Distributor shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor ERP System (or in another format readily convertible by Distributor if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data for purposes of operating the SpinCo Business, (ii) provide reasonable access to Supplier with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims matters) to the extent related to the SpinCo Business, if such data and reports are maintained in a form and manner that access can be readily provided by Distributor, and (iii) consider in good faith reasonable and specific requests by Supplier with respect to other data, if any, reasonably necessary for use by Supplier in the SpinCo Business at Supplier’s cost. 4.5.4 Distributor shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor ERP System or any other facilities or systems of Distributor or its Affiliates providing any Service whenever in Distributor’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting the immediately following sentence, Distributor will schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by Supplier. Distributor will give Supplier reasonable advance notice of any such shut down for general maintenance purposes or other planned shut down. 4.5.5 Distributor will be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of Supplier’s or any of its Representatives’ failure to comply with Supplier’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigation.

Service Limitations. 4.5.1 Notwithstanding any provision of this Agreement to the contrary: (a) except as and Notwithstanding anything to the extent necessary for contrary contained herein, in providing the receipt Services, neither Service Provider nor any of any Services by Supplier, any arrangements provided under and subject to the other Ancillary Agreements, Distributor its Affiliates shall have no obligation to provide Supplier with access to or use of any Distributor information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (b) Distributor shall have no obligation to provide Supplier with any Excluded Services and Distributor shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax matters) to Supplier or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor shall have no obligation, unless to the extent necessary to provide the Services, and without limiting, for clarity, Section 10.1, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier or any of its Representatives; and (d) in no event shall Distributor or its Affiliates have any obligation to favor Supplier or any of its Affiliates’ operation of the SpinCo Business over its own business operations or those of its Affiliates. 4.5.2 Notwithstanding any provision of this Agreement to the contrary, Distributor shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor by applicable Law or regulation; (b) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor to any Third Party(ies). Distributor will provide written notice to Supplier to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof); (ci) hire any additional employees, (ii) maintain the employment of any one specific employee or more specific employees(iii) take any action that would violate any Applicable Law or result in, in each case, whether with notice, lapse of time or both, a breach of or default, or purchasethe loss of any benefit, lease or license the need to obtain consent of any additional equipmentthird party, software (including additional seats under any agreement to which Service Provider or instances any of its Affiliates is a party as of the date hereof. Service Provider shall use its commercially reasonable efforts to obtain any such consent; provided that Service Provider shall not be required to make any payment to, waive or lose any right or benefit from, or otherwise incur any monetary or non-monetary liability to any third party for any such consent. To the extent that any such consent is not obtained, the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to Distributor’s compliance with its obligations to provide which Service Recipient would obtain the applicable Services in the Pre-Effective Date Distribution Form benefit of such Service to the same extent required by Section 4.4.1); or (dor as nearly as practicable) bear or pay any costs related as if such consent were obtained. Service Provider and its Affiliates may make changes to their contracts, arrangements and relationships with third parties without the conversion consent of the Supplier’s data at the Supplier’s request without limitingService Recipient, for clarity, Sections 4.4.1 and 4.7. 4.5.3 Distributor Service Provider shall have no liability or obligation to provide data migration support including hereunder for any data extraction, data cleansing such changes (or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) any changes in the form and format that it exists on the Distributor ERP System (level or in another format readily convertible by Distributor if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data for purposes quality of operating the SpinCo Business, (ii) provide reasonable access to Supplier with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims mattersServices resulting therefrom) to the extent related such changes (x) are, to the SpinCo Businessextent relevant, if such data and reports generally applicable to other services that (i) are maintained in a form and manner that access can be readily provided by Distributor, similar to the Services and (iiiii) consider in good faith reasonable Service Provider and specific requests by Supplier with respect its subsidiaries provide to Service Provider’s other datasubsidiaries and (y) do not have a disproportionate (to the extent Service Provider provides similar services to its subsidiaries) and adverse effect on the provision, if anyor receipt, reasonably necessary for use by Supplier in of the SpinCo Business at Supplier’s costServices. 4.5.4 Distributor shall have (b) Service Recipient may utilize the right to shut down temporarily for maintenance or similar purposes Services only in connection with the operation of the Distributor ERP System or any other facilities or systems business of Distributor or Service Recipient and its Affiliates providing any Subsidiaries in substantially the same manner in which Service whenever in Distributor’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting Recipient and its Subsidiaries operated over the immediately following sentenceperiod from January 1, Distributor will schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by Supplier. Distributor will give Supplier reasonable advance notice of any such shut down for general maintenance purposes or other planned shut down. 4.5.5 Distributor will be excused from performing any portion of a Service under this Agreement 2018 to the extent thatClosing Date (and without giving effect to any acquisitions), and solely for so long as, it is actually prevented from performing such portion of such neither Service as a result of Supplier’s or Recipient nor any of its Representatives’ failure Subsidiaries shall be permitted to comply with Supplier’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effectassign, and to the extent reasonably practicable resell or provide the Services will resume in accordance with the terms hereof upon such mitigationto any Person whatsoever other than to Service Recipient’s Subsidiaries.

Service Limitations. 4.5.1 Notwithstanding any provision of this Agreement to the contrary: (a) except as and to the extent necessary for the receipt of any Services by Supplier, Service Recipient and any arrangements provided under and subject to the other Ancillary Agreements, Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with access to or use of any Distributor Service Provider information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (b) Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with any Excluded Services and Distributor Service Provider shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax matters) to Supplier Service Recipient or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor Service Provider shall have no obligation, unless to the extent necessary to provide the Services, and without limiting, for clarity, Section 10.1, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier Service Recipient or any of its Representatives; and (d) in no event shall Distributor Service Provider or its Affiliates have any obligation to favor Supplier Service Recipient or any of its Affiliates’ operation of the SpinCo Business over its own business operations or those of its Affiliates. 4.5.2 Notwithstanding any provision of this Agreement to the contrary, Distributor Service Provider shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor Service Provider ERP System in any manner that violates or contravenes any restrictions imposed on Distributor Service Provider by applicable Law or regulation; (b) perform any Service or provide access to or use of any part of the Distributor Service Provider ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor Service Provider to any Third Party(ies). Distributor Service Provider will provide written notice to Supplier Service Recipient to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof); (c) hire any additional employees, maintain the employment of any one or more specific employees, or purchase, lease or license any additional equipment, software (including additional seats or instances under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to DistributorService Provider’s compliance with its obligations to provide the applicable Services in the Pre-Effective Date Distribution Service Form to the extent required by Section 4.4.1); or (d) bear or pay any costs related to the conversion of the SupplierService Recipient’s data at the SupplierService Recipient’s request without limiting, for clarity, Sections 4.4.1 and 4.7. 4.5.3 Distributor Service Provider shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor Service Provider shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor Service Provider ERP System (or in another format readily convertible by Distributor Service Provider if reasonably requested by SupplierService Recipient and agreed with Service Provider) related to the SpinCo Business and reasonably necessary for Supplier Service Recipient to set up its own systems with such data for purposes of operating the SpinCo Business, (ii) provide reasonable access to Supplier Service Recipient with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims matters) to the extent related to the SpinCo Business, if such data and reports are maintained in a form and manner that access can be readily provided by DistributorService Provider, and (iii) consider in good faith reasonable and specific requests by Supplier Service Recipient with respect to other data, if any, reasonably necessary for use by Supplier Service Recipient in the SpinCo Business at SupplierService Recipient’s cost. 4.5.4 Distributor Service Provider shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor Service Provider ERP System or any other facilities or systems of Distributor Service Provider or its Affiliates providing any Service whenever in DistributorService Provider’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting the immediately following sentence, Distributor Service Provider will schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by SupplierService Recipient. Distributor Service Provider will give Supplier Service Recipient reasonable advance notice of any such shut down for general maintenance purposes or other planned shut down. 4.5.5 Distributor Service Provider will be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of SupplierService Recipient’s or any of its Representatives’ failure to comply with SupplierService Recipient’s obligations set forth in Section 65. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier Service Recipient to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigation.

Service Limitations. 4.5.1 (a) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary: (ai) except Except as and to the extent necessary for the receipt of any Services by Supplierset forth in Section 3, any arrangements provided under and subject to the other Ancillary Agreements, Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with access to or use of any Distributor Service Provider information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (bii) Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with any Excluded Services applications, services, functions and Distributor reports other than the Services, and Service Provider shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to without limitation any legal, financial, accounting, insurance, regulatory or tax mattersadvice) to Supplier Service Recipient or any of its Representatives as part of or in connection with the Services or otherwise; (ciii) Distributor Service Provider shall have no obligationobligation (pursuant to this Agreement, unless to the extent necessary to provide as part of or in connection with the Services, and without limiting, for clarity, Section 10.1, as a result of storing or maintaining any data or otherwise) to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier Service Recipient or any of its Representatives; and (div) in no event shall Distributor Service Provider or its Affiliates have any obligation to favor Supplier Service Recipient or any of its Affiliates’ operation of the SpinCo Business over its Service Provider’s own business operations or those of its Affiliates. 4.5.2 (b) Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Distributor Service Provider shall not be required to: (ai) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor Service Provider by applicable Law or regulationLaw; (bii) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor Service Provider to any Third Party(ies). Distributor Service Provider will provide written notice to Supplier Service Recipient to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof)hereunder; (ciii) hire any additional employees, ; (iv) maintain the employment of any one or more specific employees, or ; (v) purchase, lease or license any additional equipment, software (including additional seats or instances under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to Distributor’s compliance with its obligations to provide the applicable Services in the Pre-Effective Date Distribution Form to the extent required by Section 4.4.1)resources; or (dvi) bear or pay any costs related to the transfer or conversion of the SupplierService Recipient’s data at to the Supplier’s request without limitingService Recipient, for clarityany Representative of the Service Recipient, Sections 4.4.1 and 4.7or any alternate supplier of Services. 4.5.3 Distributor shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor shall (ic) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor ERP System (or in another format readily convertible by Distributor if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data for purposes of operating the SpinCo Business, (ii) provide reasonable access to Supplier with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims matters) to the extent related to the SpinCo Business, if such data and reports are maintained in a form and manner that access can be readily provided by Distributor, and (iii) consider in good faith reasonable and specific requests by Supplier with respect to other data, if any, reasonably necessary for use by Supplier in the SpinCo Business at Supplier’s cost. 4.5.4 Distributor Service Provider shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor ERP System or any other facilities or systems of Distributor or its Affiliates providing any Service whenever in DistributorService Provider’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting the immediately following sentence, Distributor Service Provider will use its reasonable efforts to schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by SupplierService Recipient. Distributor Service Provider will use reasonable efforts to give Supplier Service Recipient reasonable advance notice of any planned shutdown. With respect to the Services dependent on the operation of such facilities or systems, Service Provider shall be relieved of its obligations hereunder to provide such Services during the period that such facilities or systems are shut down for general maintenance purposes down. Service Recipient acknowledges that certain Services may be subject to network or other planned shut downdelays outside of Service Provider’s direct control and that the Services may be affected by such network or other delays in the same manner. 4.5.5 Distributor will (d) Service Provider shall be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of SupplierService Recipient’s or any of its Representatives’ failure to comply with SupplierService Recipient’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigationunder this Agreement.

Service Limitations. 4.5.1 Notwithstanding any provision of this Agreement to the contrary: (a) for purposes of this Agreement, except as and to the extent necessary for the receipt of any Services by Supplier, any arrangements provided under Service Recipient or as otherwise set forth on a Schedule hereto and subject to the other Ancillary AgreementsArticle III, Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with access to or use of any Distributor Service Provider information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (b) Distributor shall have no obligation to provide Supplier with any Excluded Services and Distributor Service Provider shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax matters) to Supplier Service Recipient or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor Service Provider shall have no obligation, unless to the extent necessary to provide the Services, and without limiting, for clarity, Section 10.1, obligation to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier Service Recipient or any of its RepresentativesRepresentatives except as set forth on the Schedules hereto; andprovided that Service Provider shall not deliver any such notification or report without Service Recipient’s prior written consent; (d) in no event shall Distributor Service Provider or its Affiliates have any obligation to favor Supplier Service Recipient or any of its Affiliates’ operation of the SpinCo Business its businesses over its own business operations or those of its Affiliates.; 4.5.2 Notwithstanding any provision of this Agreement to the contrary, Distributor (e) Service Provider shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor by applicable Law or regulation; (b) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor to any Third Party(ies). Distributor will provide written notice to Supplier to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof); (c) hire any additional employees, maintain the employment of any one or more specific employees, or purchase, lease or license any additional equipment, software (including additional seats or instances under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to Distributor’s compliance with its obligations to provide the applicable Services in the Pre-Effective Date Distribution Form to the extent required by Section 4.4.1)resources; orand (df) Service Provider shall not be required to bear or pay any costs related to the conversion of the SupplierService Recipient’s data at the SupplierService Recipient’s request without limiting(other than any costs mutually agreed by Service Provider and Service Recipient, for clarityit being understood that, Sections 4.4.1 in agreeing to any such costs, the Parties shall take into account the time, effort and 4.7. 4.5.3 Distributor shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor ERP System (or in another format readily convertible by Distributor if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data for purposes of operating the SpinCo Business, (ii) provide reasonable access to Supplier with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims matters) to the extent related to the SpinCo Business, if such data and reports are maintained in a form and manner that access can be readily provided by Distributor, and (iii) consider in good faith reasonable and specific requests by Supplier with respect to other data, if any, reasonably necessary for use by Supplier in the SpinCo Business at Supplier’s cost. 4.5.4 Distributor shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor ERP System or any other facilities or systems of Distributor or its Affiliates providing any Service whenever in Distributor’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting the immediately following sentence, Distributor will schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by Supplier. Distributor will give Supplier reasonable advance notice complexity of any such shut down for general maintenance purposes or other planned shut downaction of Service Provider). 4.5.5 Distributor will be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of Supplier’s or any of its Representatives’ failure to comply with Supplier’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigation.

Service Limitations. 4.5.1 Notwithstanding any provision of this Agreement to the contrary: (a) except as and Notwithstanding anything to the extent necessary for contrary contained herein, in providing the receipt Services, neither Service Provider nor any of any Services by Supplier, any arrangements provided under and subject to the other Ancillary Agreements, Distributor its Affiliates shall have no obligation to provide Supplier with access to or use of any Distributor information technology systems, information technology, platforms, networks, applications, software databases or computer hardware; (b) Distributor shall have no obligation to provide Supplier with any Excluded Services and Distributor shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax matters) to Supplier or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor shall have no obligation, unless to the extent necessary to provide the Services, and without limiting, for clarity, Section 10.1, to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier or any of its Representatives; and (d) in no event shall Distributor or its Affiliates have any obligation to favor Supplier or any of its Affiliates’ operation of the SpinCo Business over its own business operations or those of its Affiliates. 4.5.2 Notwithstanding any provision of this Agreement to the contrary, Distributor shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor by applicable Law or regulation; (b) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor to any Third Party(ies). Distributor will provide written notice to Supplier to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof); (ci) hire any additional employees, (ii) maintain the employment of any one specific employee or more specific employees(iii) take any action that would violate any Applicable Law or result in, in each case, whether with notice, lapse of time or both, a breach of or default, or purchasethe loss of any benefit, lease or license the need to obtain consent of any additional equipmentthird party (other than any consent from the Persons set forth Exhibit B hereto), software under any agreement to which Service Provider or any of its Affiliates is a party as of the date hereof. Service Provider shall use its commercially reasonable efforts to obtain any such consent; provided that Service Provider shall not be required to make any payment to, waive or lose any right or benefit from, or otherwise incur any monetary or non-monetary liability to any third party for any such consent. To the extent that any such consent is not obtained, the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under which Service Recipient would obtain the benefit of such Service to the same extent (including additional seats or instances under existing software license agreementsas nearly as practicable) as if such consent were obtained. Service Provider and its Affiliates may make changes to their contracts, arrangements and relationships with third parties without the consent of Service Recipient, and Service Provider shall have no liability or obligation hereunder for any such changes (or any changes in the level or quality of Services resulting therefrom) to the extent such changes (x) are, to the extent relevant, generally applicable to other resources services that (i) are similar to the Services and (ii) GPC and its subsidiaries provide to GPC’s other subsidiaries and (y) do not have a disproportionate (to the extent GPC provides similar services to its subsidiaries) and adverse effect on the provision, or receipt, of the Services. (b) Service Recipient may utilize the Services only in each case connection with the operation of the business of Service Recipient and its Subsidiaries in this Section 4.5.2(csubstantially the same manner in which Service Recipient and its Subsidiaries operated over the period from January 1, 2018 to the Closing Date (and without giving effect to any acquisitions), and neither Service Recipient nor any of its Subsidiaries shall be permitted to assign, resell or provide the Services to any Person whatsoever other than to Service Recipient’s Subsidiaries; provided, however, that, with the consent of any applicable Third Party Providers, Essendant and its Subsidiaries (other than Service Recipient and its Subsidiaries) may utilize the Obligatory Third Party Logistics Services and the Optional Third Party Logistics Services in connection with the operation of their businesses. (c) During the Term, (i) Service Recipient and its Subsidiaries shall be obligated to utilize the Global Sourcing Services with respect to purchase orders worth at least $70 million in the aggregate per fiscal year (or a pro rata portion of such amount for any partial fiscal year occurring during the Term) (the “Global Sourcing Minimum”) and (ii) Service Recipient shall be obligated to utilize the Ocean Shipment Services in substantially the same manner in which Service Recipient and its Subsidiaries used the Ocean Shipment Services over the period from January 1, 2018 to the Closing Date (and without giving effect to any acquisitions). (d) During the Term, (i) Service Recipient and its Subsidiaries shall be obligated to utilize the Parcel Shipment Services for all of their parcel shipments and (ii) if Service Recipient does not, or if it is reasonably likely that Service Recipient and its Subsidiaries will not, utilize the Parcel Shipment Services with respect to at least $40 million of gross parcel shipments in a given fiscal year (or a pro rata portion of such amount for any partial fiscal year occurring during the Term) (the “Parcel Shipment Minimum”), then, subject to Distributor’s compliance with receipt of any required consent of any applicable Third Party Providers, Service Recipient shall cause Essendant and/or any of its obligations Subsidiaries (other than Service Recipient and its Subsidiaries) to provide utilize the applicable Parcel Shipment Services in the Pre-Effective Date Distribution Form to the extent required by Section 4.4.1); or (d) bear or pay any costs related to cause the conversion of the Supplier’s data at the Supplier’s request without limiting, Parcel Shipment Minimum to be satisfied for clarity, Sections 4.4.1 and 4.7. 4.5.3 Distributor shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement. Notwithstanding the foregoing, Distributor shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor ERP System such fiscal year (or in another format readily convertible by Distributor partial fiscal year, if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data applicable). In addition, for purposes of operating assisting Essendant in its determination of whether or not to exercise its right to utilize the SpinCo BusinessObligatory Third Party Logistics Services and the Optional Third Party Logistics Services pursuant to Section 1.04(b), Service Provider may attempt to demonstrate that utilizing the Parcel Shipment Services (iiinstead of other shipment services) provide reasonable access to Supplier with respect to reasonable for other parcel shipments by Essendant and specific requests for historical data its Subsidiaries (other than Service Recipient and reports its Subsidiaries) will, taking all relevant factors into consideration (including historical rates, ancillary services, reporting capabilities and legacy contracts and legal claims matters) to the extent related to the SpinCo Businessservice level commitments), if such data and reports are maintained result in a form and manner that access can be readily provided by Distributor, and (iii) consider in good faith reasonable and specific requests by Supplier with respect to other data, if any, reasonably necessary meaningful economic benefit for use by Supplier in the SpinCo Business at Supplier’s costEssendant and/or such Subsidiaries. 4.5.4 Distributor shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor ERP System or any other facilities or systems of Distributor or its Affiliates providing any Service whenever in Distributor’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided that without limiting the immediately following sentence, Distributor will schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation of the SpinCo Business by Supplier. Distributor will give Supplier reasonable advance notice of any such shut down for general maintenance purposes or other planned shut down. 4.5.5 Distributor will be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of Supplier’s or any of its Representatives’ failure to comply with Supplier’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigation.

Service Limitations. 4.5.1 2.5.1. Notwithstanding any provision of this Agreement or the Purchase Agreement to the contrary: (a) except Except as and to provided in the extent necessary for the receipt of any Services by SupplierTransition Service Schedule, any arrangements provided under and subject to the other Ancillary Agreements, Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with access to or use of any Distributor Service Provider information technology systems, information technology, platforms, networks, applications, software software, databases or computer hardware; (b) Distributor Service Provider shall have no obligation to provide Supplier Service Recipient with any Excluded Services and Distributor Service Provider shall not be obligated to provide and shall not be deemed to be providing any advisory services (including advice with respect to legal, financial, accounting, insurance, regulatory or tax mattersadvice) to Supplier Service Recipient or any of its Representatives as part of or in connection with the Services or otherwise; (c) Distributor Service Provider shall have no obligationobligation (pursuant to this Agreement, unless to the extent necessary to provide as part of or in connection with the Services, and without limiting, for clarity, Section 10.1, or otherwise) to prepare or deliver any notification or report to any Governmental Authority or other Person on behalf of Supplier Service Recipient or any of its Representatives; andRepresentatives in connection with the Services provided under this Agreement; (d) Subject to compliance with Section 2.7, Service Provider will only provide Services to the extent consistent with Service Provider’s applicable operating conditions, permits, licenses and business practices as in effect immediately preceding the Effective Date provided, however, that any changes or modifications to the foregoing as a result of any change in applicable Legal Requirements shall be considered a modification pursuant to Section 2.7; (e) in no event shall Distributor Service Provider or its Affiliates have any obligation to favor Supplier Service Recipient or any of its Affiliates’ operation of the SpinCo Business over its Service Provider’s own business operations or those of its Affiliates; and (f) Service Recipient acknowledges that the timely completion of a Service by Service Provider may depend upon the provision of information, products or services by Service Recipient and upon timely decision-making by Service Recipient; in that connection, Service Provider shall not be responsible for the failure to provide such Service in a timely manner to the extent that Service Recipient’s failure to provide such information, products, services or decisions to the Service Provider in a timely manner results in a failure by Service Provider or any of its Affiliates or Third Party Contractors to provide such Service in a timely manner. 4.5.2 2.5.2. Notwithstanding any provision of this Agreement or the Purchase Agreement to the contrary, Distributor Service Provider shall not be required to: (a) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that violates or contravenes any restrictions imposed on Distributor Service Provider by any applicable Law or regulationLegal Requirement; (b) perform any Service or provide access to or use of any part of the Distributor ERP System in any manner that breaches or contravenes any contractual obligations owed by Distributor Service Provider to any Third Party(ies). Distributor will provide written notice to Supplier to the extent any such Third Party contractual obligation will materially impact the provision of applicable Services hereunder (or change the cost thereof)Party; (c) hire any additional employees, ; (d) maintain the employment of any one or more specific employees, or ; (e) purchase, lease or license any additional equipment, software (including additional seats or instances under existing software license agreements) or other resources (in each case in this Section 4.5.2(c) subject to Distributor’s compliance with its obligations to provide the applicable Services in the Pre-Effective Date Distribution Form to the extent required by Section 4.4.1)resources; or (df) bear or pay any costs related to the transfer or conversion of the SupplierService Recipient’s data at to the Supplier’s request without limitingService Recipient, for clarity, Sections 4.4.1 and 4.7any Service Recipient Representative or any alternate supplier of Services. 4.5.3 Distributor shall have no obligation to provide data migration support including any data extraction, data cleansing or data insertion, with respect to historical or transactional data except as and to the extent set forth in this Section 4.5.3 or as and to the extent otherwise expressly set forth herein or in another Ancillary Agreement2.5.3. Notwithstanding the foregoing, Distributor shall (i) provide master data (including product master data, vendor master data, customer master data, materials master data, and employee master data) in the form and format that it exists on the Distributor ERP System (or in another format readily convertible by Distributor if reasonably requested by Supplier) related to the SpinCo Business and reasonably necessary for Supplier to set up its own systems with such data for purposes of operating the SpinCo Business, (ii) provide reasonable access to Supplier with respect to reasonable and specific requests for historical data and reports (including historical and legacy contracts and legal claims matters) to the extent related to the SpinCo Business, if such data and reports are maintained in a form and manner that access can be readily provided by Distributor, and (iii) consider in good faith reasonable and specific requests by Supplier with respect to other data, if any, reasonably necessary for use by Supplier in the SpinCo Business at Supplier’s cost. 4.5.4 Distributor Service Provider shall have the right to shut down temporarily for maintenance or similar purposes the operation of the Distributor ERP System or any other facilities or systems of Distributor or its Affiliates providing any Service whenever in DistributorService Provider’s reasonable judgment such action is necessary or advisable for general maintenance or emergency purposes; provided provided, however, that without limiting the immediately following sentence, Distributor Service Provider will use commercially reasonable efforts to schedule non-emergency general maintenance impacting the Services so as not to materially disrupt the operation operations of Service Recipient and the operation, use and maintenance of the SpinCo Business by SupplierPurchased Assets and the Facilities. Distributor Service Provider will give Supplier reasonable Service Recipient advance written notice of any planned shutdown at least [***] in advance of such planned shutdown, and will give Service Recipient advance written notice of any emergency shutdown as promptly as reasonably practicable in light of the existing circumstances. With respect to the Services dependent on the operation of such facilities or systems, Service Provider shall be relieved of its obligations hereunder to provide such Services during the period that such facilities or systems are shut down for general maintenance purposes down. Service Recipient acknowledges that certain Services may be subject to network or other planned shut downdelays outside of Service Provider’s direct control and that the Services may be affected by such network or other delays in the same manner. 4.5.5 Distributor 2.5.4. Service Provider will be excused from performing any portion of a Service under this Agreement to the extent that, and solely for so long as, it is actually prevented from performing such portion of such Service as a result of SupplierService Recipient’s or any of its Representatives’ Representative’s failure to comply with SupplierService Recipient’s obligations under this Agreement (including Service Recipient’s obligations set forth in Section 6. The Parties will use commercially reasonable efforts to cooperate to agree upon steps to be taken by Supplier to address and mitigate such adverse effect, and to the extent reasonably practicable the Services will resume in accordance with the terms hereof upon such mitigation5).