Common use of Shared Facilities Clause in Contracts

Shared Facilities. (a) GE hereby grants to Xxxxx Xxxxxx a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(a) (the “GE Facilities”), for substantially the same purposes as used in the Business during the Baseline Period. Xxxxx Xxxxxx hereby grants, or shall cause one or more of its Affiliates to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(b) (the “Xxxxx Xxxxxx Facilities”), for substantially the same purposes as used by the GE Entities other than the Business during the Baseline Period. For the avoidance of doubt, at each of the GE Facilities and the Xxxxx Xxxxxx Facilities, GE and Xxxxx Xxxxxx, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of GE and Xxxxx Xxxxxx, as the case may be, substantially all ancillary services that are provided as of the date hereof to its own employees at such facility, as well as such additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise provided in the Schedules, such ancillary services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a Xxxxx Xxxxxx Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific areas of the Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear. (b) After the date hereof, if Xxxxx Xxxxxx identifies a facility that (i) the GE Entities provided to the Business during the Baseline Period that Xxxxx Xxxxxx reasonably needs in order for the Business to continue to operate in substantially the same manner in which the Business operated during the Baseline Period, and such facility was not included in Schedule 5.04(a) (other than because the Parties agreed such facility shall not be included), or (ii) the Business provided to the GE Entities during the Baseline Period that GE reasonably needs in order for the GE Entities to continue to operate in substantially the same manner in which the GE Entities operated during the Baseline Period, and such facility was not included in Schedule 5.04(b) (other than because the Parties agreed such facility shall not be included), then, in each case, Xxxxx Xxxxxx and GE shall negotiate in good faith to provide such requested facility (such additional facilities, the “Additional Facilities”). In the event that the Parties reach an agreement with respect to providing such Additional Facilities, such Additional Facilities shall be deemed Facilities hereunder and, accordingly, the Party requested to provide such Additional Facilities shall provide such Additional Facilities, or cause such Additional Facilities to be provided, in each case, in accordance with the terms and conditions of this Agreement. (c) The Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the Xxxxx Xxxxxx Facilities and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. If GE or Xxxxx Xxxxxx desires that the other should vacate a Facility, or GE or Xxxxx Xxxxxx desire to vacate a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any lease expiration date; provided that notwithstanding the foregoing, GE and Xxxxx Xxxxxx shall each have the right to terminate its occupancy of any Facility listed on Schedule 5.04(c) and its related obligation to pay any Facility Costs with respect to such Facility pursuant to the written notice requirement of such Facility as set forth on Schedule 5.04(c), and such termination shall be without penalty regardless of the terms of any pre-existing lease between any GE Entity and GE O&G. Each Party shall, and shall cause its respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that date as on the date hereof, ordinary wear and tear excepted; provided, however, that in the event that the third-party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such Facility) as set forth in the third-party lease. All tangible Xxxxx Xxxxxx assets that are located at a GE Facility shall be removed from such property at Xxxxx Hughes’s expense and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any facility located thereon. All tangible GE assets that are located at a Xxxxx Xxxxxx Facility shall be removed from such property at GE’s expense and in a manner so as not to unreasonably interfere with the operations of Xxxxx Xxxxxx and to not cause damage to such property or any facility located thereon. (d) In addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS, OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS. (e) Each of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective Facilities substantially consistent with levels provided immediately prior to the date hereof. (f) The rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Xxxxx Xxxxxx or GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities. (g) To the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy is granted. (h) The Parties intend that the use of the GE Facilities and the Xxxxx Xxxxxx Facilities shall be governed by the terms of this Agreement for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the terms of any lease covering the relevant GE-leased or Xxxxx Xxxxxx-leased Facility) or other arrangements as promptly as possible to xxxxx XX or Xxxxx Xxxxxx, as applicable, the same access to the Facilities as GE or Xxxxx Xxxxxx, as applicable, was being provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard to any such Facility beyond the initial twenty-four (24) months while GE and Xxxxx Xxxxxx are negotiating a lease, sublease or other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c). Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement or related sublease shall constitute a GE Provided Facility Service or Xxxxx Xxxxxx Provided Facility Service, as applicable, for purposes of this Agreement.

Shared Facilities. (( a) GE hereby G E he re by grants to Xxxxx Xxxxxx a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(a) (the “GE Facilities”), for substantially the same purposes as used in the Business during the Baseline PeriodPeriod . Xxxxx Xxxxxx hereby grants, or shall cause one or more of its Affiliates to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(b) (the “Xxxxx Xxxxxx Facilities”), for substantially the same purposes as used by the GE Entities other than the Business during the Baseline PeriodPeriod . For the avoidance of doubt, at each of the GE Facilities and the Xxxxx Xxxxxx FacilitiesFacilities , GE and Xxxxx Xxxxxx, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of GE and Xxxxx Xxxxxx, as the case may be, substantially all ancillary services that are provided as of the date hereof to its own employees at such facility, as well as such additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise provided in the Schedules, such ancillary services services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a Xxxxx Xxxxxx FacilityFacility , as the case may be, it being understood that the Provider Provide r shall not provide security services to Recipient-specific areas of the ProviderProvider ’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of RecipientRecipient ’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear. (b) After the date hereof, if Xxxxx Xxxxxx identifies a facility that (i) the GE Entities provided to the Business during the Baseline Period that Xxxxx Xxxxxx reasonably needs in order for the Business to continue to operate in substantially the same manner in which the Business operated during the Baseline Period, and such facility was not included in Schedule 5.04(a) (other than because the Parties agreed such facility shall not be included), or (ii) the Business provided to the GE Entities during the Baseline Period that GE reasonably needs in order for the GE Entities to continue to operate in substantially the same manner in which the GE Entities operated during the Baseline Period, and such facility was not included in Schedule 5.04(b) (other than because the Parties agreed such facility shall not be included), then, in each case, Xxxxx Xxxxxx and GE shall negotiate in good faith to provide such requested facility (such additional facilities, the “Additional Facilities”). In the event that the Parties reach an agreement with respect to providing such Additional Facilities, such Additional Facilities shall be deemed Facilities hereunder and, accordingly, the Party requested to provide such Additional Facilities shall provide such Additional Facilities, or cause such Additional Facilities to be provided, in each case, in accordance with the terms and conditions of this Agreement. (c) The Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the Xxxxx Xxxxxx Facilities and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. If GE or Xxxxx Xxxxxx desires that the other should vacate a Facility, or GE or Xxxxx Xxxxxx desire to vacate a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any lease expiration date; provided that notwithstanding the foregoing, GE and Xxxxx Xxxxxx shall each have the right to terminate its occupancy of any Facility listed on Schedule 5.04(c) and its related obligation to pay any Facility Costs with respect to such Facility pursuant to the written notice requirement of such Facility as set forth on Schedule 5.04(c), and such termination shall be without penalty regardless of the terms of any pre-existing lease between any GE Entity and GE O&G. Each Party shall, and shall cause its respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that date as on the date hereof, ordinary wear and tear excepted; provided, however, that in the event that the third-party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such Facility) as set forth in the third-party lease. All tangible Xxxxx Xxxxxx assets that are located at a GE Facility shall be removed from such property at Xxxxx Hughes’s expense and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any facility located thereon. All tangible GE assets that are located at a Xxxxx Xxxxxx Facility shall be removed from such property at GE’s expense and in a manner so as not to unreasonably interfere with the operations of Xxxxx Xxxxxx and to not cause damage to such property or any facility located thereon. (d) In addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS, OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS. (e) Each of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective Facilities substantially consistent with levels provided immediately prior to the date hereof. (f) The rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Xxxxx Xxxxxx or GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities. (g) To the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy is granted. (h) The Parties intend that the use of the GE Facilities and the Xxxxx Xxxxxx Facilities shall be governed by the terms of this Agreement for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the terms of any lease covering the relevant GE-leased or Xxxxx Xxxxxx-leased Facility) or other arrangements as promptly as possible to xxxxx XX or Xxxxx Xxxxxx, as applicable, the same access to the Facilities as GE or Xxxxx Xxxxxx, as applicable, was being provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard to any such Facility beyond the initial twenty-four (24) months while GE and Xxxxx Xxxxxx are negotiating a lease, sublease or other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c). Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement or related sublease shall constitute a GE Provided Facility Service or Xxxxx Xxxxxx Provided Facility Service, as applicable, for purposes of this Agreement.

Shared Facilities. (a) GE hereby grants to Xxxxx Xxxxxx a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(a) (the “GE Facilities”), for substantially the same purposes as used in the Business during the Baseline Period. Xxxxx Xxxxxx hereby grants, or shall cause one or more of its Affiliates to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(b) (the “Xxxxx Xxxxxx Facilities”), for substantially the same purposes as used by the GE Entities other than the Business during the Baseline Period. For the avoidance of doubt, at each of the GE Facilities and the Xxxxx Xxxxxx Facilities, GE and Xxxxx Xxxxxx, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of GE and Xxxxx Xxxxxx, as the case may be, substantially all ancillary services that are provided as of the date hereof to its own employees at such facility, as well as such additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise provided in the Schedules, such ancillary services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a Xxxxx Xxxxxx Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific areas of the Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear. (b) After the date hereof, if Xxxxx Xxxxxx identifies a facility that (i) the GE Entities provided to the Business during the Baseline Period that Xxxxx Xxxxxx reasonably needs in order for the Business to continue to operate in substantially the same manner in which the Business operated during the Baseline Period, and such facility was not included in Schedule 5.04(a) (other than because the Parties agreed such facility shall not be included), or (ii) the Business provided to the GE Entities during the Baseline Period that GE reasonably needs in order for the GE Entities to continue to operate in substantially the same manner in which the GE Entities operated during the Baseline Period, and such facility was not included in Schedule 5.04(b) (other than because the Parties agreed such facility shall not be included), then, in each case, Xxxxx Xxxxxx and GE shall negotiate in good faith to provide such requested facility (such additional facilities, the “Additional Facilities”). In the event that the Parties reach an agreement with respect to providing such Additional Facilities, such Additional Facilities shall be deemed Facilities hereunder and, accordingly, the Party requested to provide such Additional Facilities shall provide such Additional Facilities, or cause such Additional Facilities to be provided, in each case, in accordance with the terms and conditions of this Agreement. (c) The Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the Xxxxx Xxxxxx Facilities and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. If GE or Xxxxx Xxxxxx desires that the other should vacate a Facility, or GE or Xxxxx Xxxxxx desire to vacate a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any lease expiration date; provided that notwithstanding the foregoing, GE and Xxxxx Xxxxxx shall each have the right to terminate its occupancy of any Facility listed on Schedule 5.04(c) and its related obligation to pay any Facility Costs with respect to such Facility pursuant to the written notice requirement of such Facility as set forth on Schedule 5.04(c), and such termination shall be without penalty regardless of the terms of any pre-existing lease between any GE Entity and GE O&G. Each Party shall, and shall cause its respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that date as on the date hereof, ordinary wear and tear exceptedtear; provided, however, that in the event that the third-party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such Facility) as set forth in the third-party lease. All tangible Xxxxx Xxxxxx assets that are located at a GE Facility shall be removed from such property at Xxxxx Hughes’s expense and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any facility located thereon. All tangible GE assets that are located at a Xxxxx Xxxxxx Facility shall be removed from such property at GE’s expense and in a manner so as not to unreasonably interfere with the operations of Xxxxx Xxxxxx and to not cause damage to such property or any facility located thereon. (d) In addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS, OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS. (e) Each of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective Facilities substantially consistent with levels provided immediately prior to the date hereof. (f) The rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Xxxxx Xxxxxx or GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities. (g) To the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy is granted. (h) The Parties intend that the use of the GE Facilities and the Xxxxx Xxxxxx Facilities shall be governed by the terms of this Agreement for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the terms of any lease covering the relevant GE-leased or Xxxxx Xxxxxx-leased Facility) or other arrangements as promptly as possible to xxxxx XX or Xxxxx Xxxxxx, as applicable, the same access to the Facilities as GE or Xxxxx Xxxxxx, as applicable, was being provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard to any such Facility beyond the initial twenty-four (24) months while GE and Xxxxx Xxxxxx are negotiating a lease, sublease or other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c). Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement or related sublease shall constitute a GE Provided Facility Service or Xxxxx Xxxxxx Provided Facility Service, as applicable, for purposes of this Agreement.

Shared Facilities. (a) GE hereby grants to Xxxxx Xxxxxx a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(a) (the “GE Facilities”), for substantially the same purposes as used in the Business during the Baseline Period. Xxxxx Xxxxxx hereby grants, or shall cause one or more of its Affiliates to grant, to GE a limited license to use and access space at certain facilities and to continue to use certain equipment located at such facilities (including use of office security and badge services), in each case as listed in Schedule 5.04(b) (the “Xxxxx Xxxxxx Facilities”), for substantially the same purposes as used by the GE Entities other than the Business during the Baseline Period. For the avoidance of doubt, at each of the GE Facilities and the Xxxxx Xxxxxx Facilities, GE and Xxxxx Xxxxxx, as the case may be, shall, in addition to providing access and the right to use such facilities, provide to the personnel of GE and Xxxxx Xxxxxx, as the case may be, substantially all ancillary services that are provided as of the date hereof Closing Date to its own employees at such facility, as well as such additional services as it may provide from time to time if the same are requested and agreed, such as, by way of example and not limitation, reception, general repair and maintenance (subject to the immediately following sentence), janitorial, security (subject to the immediately following sentence), mail delivery and telephony services, access to duplication, facsimile, printing and other similar office services, and use of cafeteria, breakroom, restroom and other similar facilities. Unless otherwise provided in expressly agreed by the SchedulesParties, such ancillary services (i) shall not include research and development services or medical services and (ii) shall only include (A) in the case of security, those services provided in connection with shared areas of a GE Facility or a Xxxxx Xxxxxx Facility, as the case may be, it being understood that the Provider shall not provide security services to Recipient-specific areas of the Provider’s facility (to the extent that it is reasonably practicable for Recipient to provide such services with respect to any such Recipient-specific area) or security passes that permit entrance to Provider-specific areas of Recipient’s facility and (B) in the case of maintenance services, those services historically provided that are general in nature and within the scope of customary maintenance of ordinary wear and tear. (b) After the date hereof, if Xxxxx Xxxxxx identifies a facility that (i) the GE Entities provided to the Business during the Baseline Period that Xxxxx Xxxxxx reasonably needs in order for the Business to continue to operate in substantially the same manner in which the Business operated during the Baseline Period, and such facility was not included in Schedule 5.04(a) (other than because the Parties agreed such facility shall not be included), or (ii) the Business provided to the GE Entities during the Baseline Period that GE reasonably needs in order for the GE Entities to continue to operate in substantially the same manner in which the GE Entities operated during the Baseline Period, and such facility was not included in Schedule 5.04(b) (other than because the Parties agreed such facility shall not be included), then, in each case, Xxxxx Xxxxxx and GE shall negotiate in good faith to provide such requested facility (such additional facilities, the “Additional Facilities”). In the event that the Parties reach an agreement with respect to providing such Additional Facilities, such Additional Facilities shall be deemed Facilities hereunder and, accordingly, the Party requested to provide such Additional Facilities shall provide such Additional Facilities, or cause such Additional Facilities to be provided, in each case, in accordance with the terms and conditions of this Agreement[Intentionally omitted]. (c) The Parties shall permit only their authorized Representatives, contractors, invitees or licensees, to use the Xxxxx Xxxxxx Facilities and GE Facilities (collectively, the “Facilities”), as applicable, except as otherwise permitted by the other Party in writing. If GE or Xxxxx Xxxxxx desires that the other should vacate a Facility, or GE or Xxxxx Xxxxxx desire to vacate a facility, the other party shall be consulted as soon as reasonably practicable following such decision, and its views taken into consideration in good faith. Notwithstanding the fact that the Parties are occupying each other’s Facilities pursuant to a license, the Parties agree that such license is coupled with an interest and each Party waives the right to terminate such license at will. Instead, the Parties shall jointly develop a timeline to vacate the Facility, which timeline shall consider any lease expiration date; provided that notwithstanding the foregoingdate in each case, GE and Xxxxx Xxxxxx shall each have the right to terminate its occupancy of any Facility listed on Schedule 5.04(c) and its related obligation to pay any Facility Costs with respect to such Facility pursuant to the written notice requirement of such Facility as set forth on Schedule 5.04(c), and such termination shall be without penalty regardless in Section 5.06 of the terms of any pre-existing lease between any GE Entity and GE O&G. Master Agreement. Each Party shall, and shall cause its respective Affiliates, Representatives, contractors, invitees or licensees to, vacate the other Party’s Facilities at or prior to the earlier of (i) the agreed date and (ii) the termination of such Service pursuant to Article IX hereof, and shall deliver over to the other Party or its Affiliates, as applicable, the Facilities in the same repair and condition at that date as on the date hereofClosing Date, ordinary wear and tear excepted; provided, however, that in the event that the third-party lease for a Facility specifies otherwise, the Party vacating a Facility shall deliver over such Facility in such repair and condition (consistent with Recipient’s past practices and taking into account the date that the Party began its occupation of such Facility) as set forth in the third-party lease. All tangible Xxxxx Xxxxxx assets that are located at a GE Facility shall be removed from such property at Xxxxx Hughes’s expense and in a manner so as not to unreasonably interfere with the operations of GE and to not cause damage to such property or any facility located thereon. All tangible GE assets that are located at a Xxxxx Xxxxxx Facility shall be removed from such property at GE’s expense and in a manner so as not to unreasonably interfere with the operations of Xxxxx Xxxxxx and to not cause damage to such property or any facility located thereon. (d) In addition to the access rights provided under Section 5.02 hereof, the Parties or their Affiliates, or the landlord in respect of any third-party lease, shall have reasonable access to their respective Facilities from time to time as reasonably necessary for the security and maintenance thereof in accordance with past practice and the terms of any third-party lease agreement, if applicable. To the extent that the Recipient is not insured in respect of a specific liability coverage pursuant to the GE corporate insurance program, the Recipient agrees to maintain commercially appropriate and customary levels (consistent with Recipient’s past practices and in no event less than what is required by the landlord under the relevant lease agreement) of property and liability insurance in respect of the Facilities they occupy and the activities conducted thereon and to be responsible for, and to indemnify and hold harmless the Provider in accordance with Article VII hereof (and subject to the limitations set forth in Article VII) in respect of, the acts and omissions of its Representatives, contractors, invitees and licensees. EACH PARTY HEREBY WAIVES ALL RIGHTS OF RECOVERY, CLAIMS AND CAUSES OF ACTION AGAINST THE OTHER AND THEIR AFFILIATES FOR ANY LOSS OR DAMAGE THAT MAY OCCUR TO THE REAL OR PERSONAL PROPERTY OF SUCH PARTY BY REASON OF FIRE, THE ELEMENTS OR ANY OTHER CAUSE THAT COULD BE INSURED AGAINST UNDER THE TERMS OF A STANDARD POLICY OF PROPERTY INSURANCE AND FOR ANY LOSSES COVERED BY WORKERS’ COMPENSATION LAWS AND BENEFITS, REGARDLESS OF CAUSE OR ORIGIN, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF THE OTHER PARTY, ITS AGENTS, OFFICERS, DIRECTORS EMPLOYEES AND CONTRACTORS. (e) Each of the Parties shall, and shall cause its Affiliates, Representatives, contractors, invitees and licensees to, comply with (i) all Laws applicable to their use or occupation of any Facility including those relating to environmental and workplace safety matters, (ii) the Party’s applicable site rules, regulations, policies and procedures, and (iii) any applicable requirements of any third-party lease governing any Facility. The Parties shall not make, and shall cause their respective Affiliates and Representatives, contractors, invitees and licensees to refrain from making, any material alterations or improvements to the Facilities except with the prior written approval of the other Party or its Affiliates, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed. The Parties shall provide heating, cooling, electricity and other utility services for the respective Facilities substantially consistent with levels provided immediately prior to the date hereofClosing Date. (f) The rights granted pursuant to this Section 5.04 shall be in the nature of a license and shall not create a leasehold (or right to grant a sublicense or sub-leasehold to any unaffiliated third party) or other estate or possessory rights in Xxxxx Xxxxxx or GE, or their respective Affiliates, Representatives, contractors, invitees or licensees, with respect to the Facilities. (g) To the extent included in the pricing methodology for such Facility or any applicable provision of the relevant lease, if any, the owner or lessee of each Facility will be responsible for (i) payment of all property taxes and special assessments, (ii) payment of any taxes on rental income, and (iii) making any alterations or repairs required by any insurer or required to comply with laws, codes and ordinances, including, without limitation, building codes, fire codes and accessibility laws, except only to the extent that such alterations or repairs are triggered by unrelated work being performed by the Party to which the license to occupy is granted. (h) The Parties intend that the use of the GE Facilities and the Xxxxx Xxxxxx Facilities shall be governed by the terms of this Agreement for such period as determined pursuant to the Facilities timeline developed in accordance with Section 5.04(c), and any existing lease between any GE Entity and GE O&G is hereby terminated and of no further force or effect. If continued use and access of a Facility is needed pursuant to such Facilities timeline significantly beyond twenty-four (24) months from the date of this Agreement, or earlier as determined by the current lease expiration date of a leased Facility, the Parties shall enter into leases, with regard to owned Facilities or subleases, with regard to leased Facilities (to the extent permitted under the terms of any lease covering the relevant GE-leased or Xxxxx Xxxxxx-leased Facility) or other arrangements as promptly as possible to xxxxx XX or Xxxxx Xxxxxx, as applicable, the same access to the Facilities as GE or Xxxxx Xxxxxx, as applicable, was being provided immediately prior to the twenty-four (24) month anniversary of this Agreement, in each case, on terms mutually agreed by the parties in accordance with the terms of any master lease (if any). This Agreement shall continue in effect with regard to any such Facility beyond the initial twenty-four (24) months while GE and Xxxxx Xxxxxx are negotiating a lease, sublease or other arrangement concerning such Facility, pursuant to the Facilities plan agreed in accordance with Section 5.04(c). Upon the entry into any such lease, sublease or other arrangement with respect to a Facility, this Agreement, including any obligation to pay Facility Costs under this Agreement, shall terminate with respect to such Facility and all ongoing obligations of the tenant or subtenant shall be as expressly provided under the terms of such lease, sublease or other arrangement. Each such Facility arrangement or related sublease shall constitute a GE Provided Facility Service or Xxxxx Xxxxxx Provided Facility Service, as applicable, for purposes of this Agreement. (i) Notwithstanding anything to the contrary contained in this ‎Section 5.06, neither party shall be obligated to compensate any third party, commence or participate in any Action or offer or grant any accommodation (financial or otherwise, including any accommodation or arrangement to be bound by any obligation or, except in the case of a sublease, remain secondarily or contingently liable for any liability) to any third party in respect of any necessary third party consent or approval or any sublease arrangement.