Common use of Services and Access to Facilities Provided by Other Persons Clause in Contracts

Services and Access to Facilities Provided by Other Persons. The Parent or the Acquiror, as the case may be, may cause any Person, including any Affiliate of the Parent or the Acquiror, as applicable, to provide any Service or access to any Facility or any portion thereof; provided, however, that such Person and all Services or access to Facilities provided by such Person shall be subject to confidentiality provisions at least as stringent as those herein and to the terms and conditions set forth herein, including service standards, and that the Parent or the Acquiror, as the case may be, shall remain responsible for the performance by such Person of all of its obligations hereunder with respect to the Services or access to the Facilities provided by such Person so that such performance is in accordance with the terms and conditions hereof; provided, further, that Provider shall provide Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of its intention to engage such Person to provide such Services or access to such Facilities, or any portion thereof; provided, further, that the engagement of any Person that is not either (i) an Affiliate of either the Parent or the Acquiror, as the case may be, either as of the date hereof or as of the date such engagement occurs, (ii) providing the same or similar Services or access to Facilities to either the Parent or the Acquiror, as the case may be, during the Pre-Closing Period, or (iii) a Person providing Services or access to Facilities after the Closing to a Recipient and concurrently providing similar Services or access to Facilities to either the Parent or the Acquiror, as the case may be, shall be subject to the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Parent or the Acquiror, as the case may be, shall cause any such Person that is an Affiliate of the Parent or the Acquiror, as applicable, to waive any existing restriction or constraint on its Work Product, any requirement for consent, and any other term of service or performance (and, if applicable, shall not impose such other new terms) that would prevent or impede such Person from providing the Services or the access to Facilities in accordance with the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Pledge Agreement (Metlife Inc), Pledge Agreement (American International Group Inc)

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Services and Access to Facilities Provided by Other Persons. The Parent or the Acquiror, as the case may be, Any Provider may cause any Person, including any Affiliate of the Parent or the Acquiror, as applicablesuch Provider, to provide any Service or access to any Facility or any portion thereof; provided, however, that such Person and all Services or access to Facilities provided by such Person shall be subject to confidentiality provisions at least as stringent as substantially similar to those herein and to the terms and conditions set forth herein, including service standards, and that the Parent MSS or the AcquirorCompany, as the case may beProvider, shall remain responsible for the performance by such Person of all of its obligations hereunder with respect to the Services or access to the Facilities provided by such Person so that such performance is in accordance with the terms and conditions hereof; provided, further, that such Provider shall provide the Recipient with reasonable advance written notice to the applicable service manager and Contract Manager of its intention to engage such Person to provide such Services or access to such Facilities, or any portion thereof; provided, further, that the engagement of any such Person that is not either (i) an Affiliate of either the Parent or the Acquiror, as the case may be, either as of the date hereof or as of the date such engagement occurs, (ii) providing the same or similar Services or access to Facilities to either the Parent or the Acquiror, as the case may be, during the Pre-Closing Period, or (iii) a Person providing Services or access to Facilities after the Closing to a Recipient and concurrently providing similar Services or access to Facilities to either the Parent or the Acquiror, as the case may be, shall be subject to the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The , but no consent shall be needed if such Person (a) is an Affiliate of the Provider, either as of the date hereof or as of the date such engagement occurs, or (b) provided the same or similar Services or access to Facilities to either the Parent Group or the AcquirorCompany Group, as the case may be, during the Pre-Effective Date Period, or (c) is providing the Services or access to the Facilities after the Effective Date to a Recipient and concurrently providing similar Services or access to Facilities to an Affiliate of the Provider. MSS or the Company, as the case may be, shall cause any such Person that is an Affiliate of the Parent MSS or the AcquirorCompany, as applicable, to waive any existing restriction or constraint on its Work Product, any requirement for consent, and any other term of service or performance (and, if applicable, shall not impose such other new terms) that would prevent or impede such Person from providing the Services or the access to Facilities in accordance with the terms and conditions of this Agreement.

Appears in 2 contracts

Samples: Transition Services Agreement (Brighthouse Financial, Inc.), Transition Services Agreement (Brighthouse Financial, Inc.)

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