Common use of Vendor Contracts Clause in Contracts

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity enters after the date of this Agreement to allow SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) Acuity shall have the right to determine, and shall promptly notify SpinCo of, the manner in which SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity shall use its best efforts to accommodate any reasonable needs communicated to Acuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo hereby authorizes Acuity to act on its behalf to extend to SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo shall fully cooperate with Acuity in such efforts, and, for periods through August 31, 2008, SpinCo shall not perform any act or fail to take any action that would prejudice Acuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, Agreements and Letters of Understanding (1) Before the Distribution Date, Acuity PepsiCo shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter Agreement and letters of understanding, understanding and arrangement arrangements in existence as of the date of this Agreement to permit SpinCo TRICON to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter Agreement or letters of understanding, or arrangement understanding and arrangements from Immediately after the Distribution Date through August December 31, 20081998. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. AcuityPepsiCo, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, Agreements and letters of understanding, understanding and arrangements into which Acuity PepsiCo enters after the date of this Agreement Agreement, but before the Close of the Distribution Date, to allow SpinCo TRICON to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a5.5(a) shall preclude Acuity PepsiCo from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, Agreements or other letters of understanding, or other understandings and arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) Acuity PepsiCo shall have the right to determine, and shall promptly notify SpinCo TRICON of, the manner in which SpinCo’s TRICON's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided. The permissible ways in which TRICON's participation may be effectuated include, howeverbut are not limited to, Acuity shall use its best efforts automatically making TRICON a party to accommodate any reasonable needs communicated the ASO Contracts, Group Insurance Policies, HMO Agreement or letters of understanding and arrangements or obligating the third party to Acuity by SpinCo that relate theretoenter into a separate ASO Contract, Group Insurance Policy, or HMO Agreement or letters of understanding and arrangements with TRICON providing (to the extent practicable and agreeable to such third party) for the same terms and conditions as are contained in the ASO Contracts, Group Insurance Policies, HMO Agreements and letters of understanding and arrangements to which PepsiCo is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologiesmethodology, auditing policies, quality measures, reporting requirements, requirements and target claims. SpinCo TRICON hereby authorizes Acuity PepsiCo to act on its behalf to extend to SpinCo TRICON the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, Agreements and letters of understanding and arrangements. SpinCo TRICON shall fully cooperate with Acuity PepsiCo in such efforts, and, for periods through August December 31, 20081998, SpinCo TRICON shall not perform any act or fail to take act, including discussing any action alternative arrangements with any third party, that would prejudice Acuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008)PepsiCo's efforts.

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo Certegy to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August December 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements2002. Alternatively, with respect to any of such policies or arrangements, Acuity may Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo Certegy that mirrors substantively that covering AcuityEquifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. AcuityEquifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity Equifax enters after the date of this Agreement to allow SpinCo Certegy to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a5.05(a) shall preclude Acuity Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understandingunderstandings, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity Equifax to use more than its reasonable best efforts in complying with the provisions of the first four sentences and second sentence of this paragraph (1). (2) Acuity Equifax shall have the right to determine, and shall promptly notify SpinCo Certegy of, the manner in which SpinCo’s Certegy's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity Equifax -------- ------- shall use its best efforts to accommodate any reasonable needs communicated to Acuity Equifax by SpinCo Certegy that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo Certegy hereby authorizes Acuity Equifax to act on its behalf to extend to SpinCo Certegy the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo Certegy shall fully cooperate with Acuity Equifax in such efforts, and, for periods through August December 31, 20082002, SpinCo Certegy shall not perform any act or fail to take any action that would prejudice Acuity’s Equifax's efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August December 31, 20082002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo Certegy to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August December 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements2002. Alternatively, with respect to any of such policies or arrangements, Acuity may Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo Certegy that mirrors substantively that covering AcuityEquifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. AcuityEquifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity Equifax enters after the date of this Agreement to allow SpinCo Certegy to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a5.05(a) shall preclude Acuity Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understandingunderstandings, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity Equifax to use more than its reasonable best efforts in complying with the provisions of the first four sentences and second sentence of this paragraph (1). (2) Acuity Equifax shall have the right to determine, and shall promptly notify SpinCo Certegy of, the manner in which SpinCo’s Certegy's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity Equifax shall use its best efforts to -------- ------- accommodate any reasonable needs communicated to Acuity Equifax by SpinCo Certegy that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo Certegy hereby authorizes Acuity Equifax to act on its behalf to extend to SpinCo Certegy the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo Certegy shall fully cooperate with Acuity Equifax in such efforts, and, for periods through August December 31, 20082002, SpinCo Certegy shall not perform any act or fail to take any action that would prejudice Acuity’s Equifax's efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August December 31, 20082002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity Equifax shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo PSI to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August December 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements2002. Alternatively, with respect to any of such policies or arrangements, Acuity may Equifax shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo PSI that mirrors substantively that covering AcuityEquifax. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. AcuityEquifax, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity Equifax enters after the date of this Agreement to allow SpinCo PSI to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a5.05(a) shall preclude Acuity Equifax from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understandingunderstandings, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity Equifax to use more than its reasonable best efforts in complying with the provisions of the first four sentences and second sentence of this paragraph (1). (2) Acuity Equifax shall have the right to determine, and shall promptly notify SpinCo PSI of, the manner in which SpinCo’s PSI's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity Equifax shall use its best efforts to accommodate any ----------------- reasonable needs communicated to Acuity Equifax by SpinCo PSI that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo PSI hereby authorizes Acuity Equifax to act on its behalf to extend to SpinCo PSI the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo PSI shall fully cooperate with Acuity Equifax in such efforts, and, for periods through August December 31, 20082002, SpinCo PSI shall not perform any act or fail to take any action that would prejudice Acuity’s Equifax's efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August December 31, 20082002, which steps shall not commence publicly prior to January 1, 2002).

Vendor Contracts. (aA) ASO ContractsCONTRACTS, Group Insurance PoliciesGROUP INSURANCE POLICIES, HMO AgreementsAGREEMENTS, and Letters of UnderstandingAND LETTERS OF UNDERSTANDING (1) Before the Distribution Date, Acuity NSI shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo Spinco to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August December 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements2002. Alternatively, with respect to any of such policies or arrangements, Acuity may NSI shall take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo Spinco that mirrors substantively that covering AcuityNSI. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. AcuityNSI, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity NSI enters after the date of this Agreement to allow SpinCo Spinco to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity NSI from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August December 31, 20082002, Acuity NSI shall give SpinCo Spinco advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity NSI to use more than its reasonable best efforts in complying with the provisions of the first four sentences and second sentence of this paragraph (1). (2) Acuity NSI shall have the right to determine, and shall promptly notify SpinCo Spinco of, the manner in which SpinCo’s Spinco's participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity NSI shall use its best efforts to accommodate any EMPLOYEE BENEFITS AGREEMENT reasonable needs communicated to Acuity NSI by SpinCo Spinco that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo Spinco hereby authorizes Acuity NSI to act on its behalf to extend to SpinCo Spinco the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo Spinco shall fully cooperate with Acuity NSI in such efforts, and, for periods through August December 31, 20082002, SpinCo Spinco shall not perform any act or fail to take any action that would prejudice Acuity’s NSI's efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August December 31, 20082002, which steps shall not, unless the parties otherwise agree, commence publicly prior to January 1, 2002).