Third Party Terms and Conditions; Consents. Each Service Recipient hereby acknowledges and agrees that the Services provided by the Service Provider through third party service providers or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties. Additionally, all Service Recipients shall cooperate with and assist each relevant Service Provider in obtaining any consent, authorization, order or approval of, or any exemption by, any third party (each an “Approval”) required to be obtained by the Service Provider (or its Subsidiaries) or made by third party service providers for the performance of the Service Provider’s obligations under this Agreement, including any Approval, the need for which may arise as the result of the Company no longer qualifying as a Subsidiary or Affiliate of Lilly from and after the Distribution or Other Disposition. Notwithstanding the foregoing, (a) neither Party shall be obligated to incur any cost to obtain any such Approval, except that if any monies must be expended to pay for an Approval, or for the assignment of or for the purchase of any Intellectual Property or other assets to provide the Services to the Service Recipient, such costs shall be borne by the Service Recipient; (b) in no event shall the Service Recipient communicate directly with any relevant third party with respect to any Approval without the Service Provider’s written consent; and (c) with respect to any Service identified as a “Real Estate” Scheduled Service in Exhibit A or Exhibit C (as applicable), the Service Provider shall seek any relevant Approvals only to the extent such Service Provider, in good faith, deems such course of action to be advisable, taking into consideration certain business factors, including the relevant Service Period and the potential difficulty or consequence of requesting such Approvals. If the Service Provider is unable to obtain any Approvals required hereunder, the Parties shall use commercially reasonable efforts to: (i) negotiate in good faith reasonable modifications of the Services, if practicable, such that such Approvals are not required; and (ii) implement any such modifications. The Service Provider will not be in breach of this Agreement as a result of any non-performance of, or other effect upon, any applicable Services as a result of any failure to obtain any Approvals, so long as it has otherwise complied with this Section 2.10.
Third Party Terms and Conditions; Consents. (a) In order to provide the Services, the Parties acknowledge and agree that it may be necessary for Provider to obtain the consent or approval of, or to obtain additional licenses or similar rights from, third-party suppliers or vendors in order for Provider to provide transition support for Recipient and its Affiliates. Such consent or approvals or additional licenses or rights may require the payment of consent fees, transfer fees, incremental, initiation and set up costs and other similar costs, fees and expenses. Where the consent of a third-party supplier or vendor is required for the provision of a Service, Provider will use commercially reasonable efforts, cooperating in good faith and in consultation with Recipient, to obtain such consent. If any such supplier or vendor requires any amount to be paid to obtain any such consent, such amount shall be paid by Recipient. Increased costs incurred by Recipient in re-licensing software or otherwise entering into an amended or replacement agreement with a third-party vendor shall be borne exclusively by Recipient.
Third Party Terms and Conditions; Consents. (a) Each Recipient hereby acknowledges and agrees that the Services provided by Service Provider through third party service providers, subcontractors or consultants, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third parties; except that, with respect to Discretionary Third-Party Agreements, the Services under such agreements will be provided on the terms of this Agreement (including policies and procedures referenced herein), except for any additional reasonable and customary terms and conditions for access to software and other resources that are presented to Recipient prior to use thereof.
Third Party Terms and Conditions; Consents. The Company hereby acknowledges and agrees that the Services provided by Pfizer through third party service providers, subcontractors or consultants, or using third party assets, including Intellectual Property, are subject to the terms and conditions of any applicable agreements with such third
