Common use of Extension of Services Clause in Contracts

Extension of Services. Upon written notice by Recipient to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If Provider agrees to provide such Service during the requested Service Extension period, then (i) the Parties shall in good faith negotiate the terms of an amendment to the Schedules hereto, which amendment shall be consistent with the terms of the applicable Service; and (ii) the Charge for such Service during the Service Extension period shall be equal to one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the Service Extension period, if any. Notwithstanding the foregoing, the Service Period of any particular Service (1) may not be extended more than once and (2) may not be extended later than the Term. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Extension of Services. Upon written notice by (a) The Recipient may request to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If ) one time for each Service (unless the Parties otherwise agree) by providing the Provider agrees to provide of such Service during with advance Notice not less than the shorter of (i) one hundred eighty (180) days, or (ii) one-half of the original Service Period for such Service. (b) If the Recipient is requesting a Service Extension for a particular Service for the first time and the requested Service Extension periodis for a period of twelve (12) months or less past the originally scheduled expiration of the Service Period for the applicable Service, then (i) the Provider shall be obligated to provide such requested Service Extension and the Parties shall in good faith (i) negotiate the terms of an amendment to the Schedules applicable subsection of Schedule 1 hereto, which amendment shall be consistent with the terms of the applicable Service; , and (ii) determine the Charge costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient. If (A) the requested Service Extension is for a period of longer than twelve (12) months past the originally scheduled expiration of the Service Period for the applicable Service or (B) the Recipient has previously requested a Service Extension for the particular Service that the Recipient is currently requesting a Service Extension, then the Parties shall cooperate and act in good faith to determine whether the Provider shall provide the applicable Service for the requested Service Extension period. If the Parties determine that the Provider shall provide such Service during the Service Extension period shall be equal to one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the requested Service Extension period, if any. Notwithstanding then the foregoing, the Service Period of any particular Service Parties shall in good faith (1) may not negotiate the terms of an amendment to the applicable subsection of Schedule 1 hereto, which amendment shall be extended more than once consistent with the terms of the applicable Service, and (2) determine the costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may not be, in connection with the provision of such Service Extension, which costs and expenses shall be extended later than borne solely by the TermRecipient. Each amendment amended subsection of the Schedules Schedule 1 hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Extension of Services. Upon written notice by (a) Each Recipient may request to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If ) one time for each Service unless ▇▇▇▇▇▇ and AbbVie shall authorize additional extensions, by providing the Provider agrees to provide of such Service during with advance Notice not less than the shorter of (i) one hundred eighty (180) days, or (ii) one-half of the original Service Period for such Service. Notwithstanding the foregoing, if any Provider and Recipient shall first execute a Joinder Agreement after June 30, 2014, the Service Period for the Services provided by such Provider to such Recipient shall automatically be deemed to terminate on December 31, 2015, unless such Recipient and Provider agree in their applicable Joinder Agreement to a shorter Service Period of any Service to be provided to such Recipient by such Provider, in which case such shorter Service Period shall apply to the particular Service. (b) If the Recipient (other than a Recipient who first executed a Joinder Agreement after June 30, 2014) is requesting a Service Extension for a particular Service for the first time and the requested Service Extension periodis for a period of twelve (12) months or less past the originally scheduled expiration of the Service Period for the applicable Service, then (i) the Parties Provider shall be obligated to provide such requested Service Extension and the applicable Recipient and Provider shall in good faith (i) negotiate the terms of an amendment to the Schedules heretoapplicable Joinder Agreement and promptly provide Notice of such amendment (including a copy thereof) to ▇▇▇▇▇▇ and AbbVie, which amendment shall be consistent with the terms of the applicable Service; , and (ii) determine the costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by such Provider or Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient. If (A) the requested Service Extension is for a period of longer than twelve (12) months past the originally scheduled expiration of the Service Period for the applicable Service or (B) the applicable Recipient has previously requested a Service Extension for the particular Service that such Recipient is currently requesting a Service Extension, then such Recipient or Provider shall provide Notice of such request to ▇▇▇▇▇▇ and AbbVie, and ▇▇▇▇▇▇ and AbbVie shall cooperate and act in good faith to determine whether the Provider shall provide the applicable Service for the requested Service Extension period. If ▇▇▇▇▇▇ and AbbVie determine that the Provider shall provide such Service during the requested Service Extension period, then the applicable Recipient and Provider shall in good faith (1) negotiate the terms of an amendment to Schedule 1 of the applicable Joinder Agreement and promptly provide Notice of such amendment (including a copy thereof) to ▇▇▇▇▇▇ and AbbVie, which amendment shall be consistent with the terms of the applicable Service, and (2) determine the costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by such Provider or Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient. (c) Notwithstanding anything in this Agreement to the contrary, that portion of the Service described on Exhibit A-13 (the “Accounting, Reporting & Financial Services”) which relates solely to the applicable Provider’s obligation under this Agreement to collect amounts owed by any Third Party with respect to the AbbVie Business pursuant to a contract between such Third Party, on the one hand, and such Provider alone, on the other hand (such portion of such Service, the “Collection Service”) shall be deemed automatically extended without further action on the part of the applicable Provider or Recipient until the earlier of (i) such date when ninety-five percent (95%) of all amounts owed under all such contracts with respect to the AbbVie Business as of the third (3rd) anniversary of the Effective Time have been collected and (ii) the Charge for such Service during the Service Extension period shall be equal to one hundred twenty five percent seventh (125%7th) anniversary of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the Service Extension period, if any. Notwithstanding the foregoing, the Service Period of any particular Service (1) may not be extended more than once and (2) may not be extended later than the Term. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this AgreementEffective Time.

Extension of Services. Upon written notice by (a) The Recipient may request to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”) one time for each Service (unless the Transition Committee shall authorize additional extensions) by providing the Provider of such Service with advance Notice not less than one hundred eighty (180) days (or, if the initial duration of the Service was less than one year, a number of days equal to fifty percent (50%) of such initial duration). Notwithstanding the foregoing, Baxter and Baxalta, each on behalf of itself and its Subsidiaries, shall use commercially reasonable efforts to reduce or eliminate the need for Services hereunder not later than the end of the maximum initial term specified for such Service. (b) If Provider agrees to provide such the Recipient is requesting a Service during Extension for a particular Service for the first time and the requested Service Extension periodis for a period of six (6) months or less past the originally scheduled expiration of the Service Period for the applicable Service, then (i) the Parties Provider shall be obligated to provide such requested Service Extension and the applicable Provider and Recipient shall in good faith (i) negotiate the terms of an amendment to the Schedules heretoapplicable Schedule or Exhibit to this Agreement or the applicable Joinder Agreement, which amendment shall be consistent with the terms of the applicable Service; , and (ii) determine the Charge costs and expenses, if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient; provided that any such Service Extension that extends the Service Period of such Service beyond the second anniversary of the Effective Time must be approved in advance by, and in the discretion of, the Transition Committee. If (A) the requested Service Extension is for a period of longer than six (6) months past the originally scheduled expiration of the Service Period for the applicable Service or (B) the Recipient has previously requested a Service Extension for the particular Service that the Recipient is currently requesting a Service Extension, then the Transition Committee shall determine whether the Provider shall provide the applicable Service for the requested Service Extension period. If the Transition Committee determines that the Provider shall provide such Service during the Service Extension period shall be equal to one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the requested Service Extension period, if any. Notwithstanding then the foregoing, the Service Period of any particular Service applicable Provider and Recipient shall in good faith (1) may not negotiate the terms of an amendment to the applicable Schedule or Exhibit to this Agreement or the applicable Joinder Agreement for approval by the Transition Committee, which amendment shall be extended more than once consistent with the terms of the applicable Service, and (2) determine the costs and expenses, if any, that would be incurred by the Provider or the Recipient, as the case may not be, in connection with the provision of such Service Extension, which costs and expenses shall be extended later than borne solely by the TermRecipient. Each amendment of the Schedules heretoamended Schedule or Exhibit to this Agreement or any Joinder Agreement, as agreed to in writing by the PartiesParties or the Transition Committee, as applicable, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. The Parties acknowledge and agree that (w) there may be interdependencies among the Services being provided under this Agreement, (x) the Provider’s ability to extend the provision of a particular Service in accordance with this Agreement may be dependent on the extension of another Service, (y) upon the request of any Party, the Transition Committee shall determine whether any such interdependencies exist with respect to the particular Service that the Recipient is seeking to extend in accordance with this Section 5.04 and (z) to the extent the Transition Committee has determined that such interdependencies exist, the applicable Provider and Recipient shall negotiate in good faith to amend the applicable Schedule or Exhibit to this Agreement or the applicable Joinder Agreement relating to such other Service, which amendment shall be consistent with the terms of comparable Services.

Extension of Services. Upon written As part of the Termination Assistance Services, for a period of up to twelve (12) months following the originally specified expiration or termination date, Supplier shall provide to the Eligible Recipient(s), under the terms and conditions of this Agreement, at New Century’s request, any or all of the Services being performed by Supplier for such Eligible Recipients prior to the expiration or termination date, including those Services described in Section 4.1 and Exhibit 2; provided that New Century may extend the period for the provision of such Services as and to the extent provided in Section 4.3(a)(2). New Century shall provide Supplier with notice by Recipient of the Services, if any, to Provider be provided pursuant to this provision (i) at least sixty (60) days prior to the end expiration of the applicable Service Period Term or the effective date of a termination for any Service (unless the Schedules hereto specify that such Service is not eligible for extension)convenience, Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If Provider agrees to provide such Service during the requested Service Extension period, then (i) the Parties shall in good faith negotiate the terms of an amendment to the Schedules hereto, which amendment shall be consistent with the terms of the applicable Service; and or (ii) within thirty (30) days after the Charge effective date of a termination for cause (provided that, in the event of a termination for cause, Supplier shall continue to provide the Services provided prior to such termination during the thirty (30) day period unless instructed otherwise by New Century. To the extent New Century requests such Services, New Century will pay Supplier the Charges specified in Exhibit 4 that New Century would have been obligated to pay Supplier for such Service during Services if this Agreement had not yet expired or been terminated. To the Service Extension period shall be equal to one hundred twenty five percent extent New Century requests a portion (125%but not all) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to Services included in a particular Service on Charge, the Schedules hereto, or amount to be paid by New Century will be equitably adjusted in proportion to the portion of the Services included in the other Ancillary Agreementsapplicable Charge that Supplier will not be providing or performing. In addition to the foregoing, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (New Century requests that all or part of the Services be provided to an Eligible Recipient no longer Controlled by New Century, New Century shall reimburse Supplier for any additional license fees reasonably incurred by Supplier for Third Party Software or Software owned by Subcontractors that are not Affiliates of Supplier to the extent not already included in such Charge); Software is required to perform the requested Services (provided thatSupplier notifies New Century of such additional license fees, if obtains New Century’s approval prior to incurring such Service Extension is the result of Provider’s failure fees, and uses commercially reasonable efforts to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide minimize such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, additional license fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Chargepossible), for the remaining days of the Service Extension period, if any. Notwithstanding the foregoing, the Service Period of any particular Service (1) may not be extended more than once and (2) may not be extended later than the Term. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Extension of Services. Upon written notice by (a) The Recipient may request to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If ) one time for each Service (unless the Transition Committee shall authorize additional extensions) by providing the Provider agrees to provide of such Service during with advance Notice not less than the shorter of (i) one hundred eighty (180) days, or (ii) one-half of the original Service Period for such Service. (b) If the Recipient is requesting a Service Extension for a particular Service for the first time and the requested Service Extension periodis for a period of twelve (12) months or less past the originally scheduled expiration of the Service Period for the applicable Service, then (i) the Provider shall be obligated to provide such requested Service Extension and the Parties shall in good faith (i) negotiate the terms of an amendment to the Schedules applicable subsection of Schedule 1 hereto, which amendment shall be consistent with the terms of the applicable Service; , and (ii) determine the Charge costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient. If (A) the requested Service Extension is for a period of longer than twelve (12) months past the originally scheduled expiration of the Service Period for the applicable Service or (B) the Recipient has previously requested a Service Extension for the particular Service that the Recipient is currently requesting a Service Extension, then the Transition Committee shall determine whether the Provider shall provide the applicable Service for the requested Service Extension period. If the Transition Committee determines that the Provider shall provide such Service during the Service Extension period shall be equal to one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the requested Service Extension period, if any. Notwithstanding then the foregoing, the Service Period of any particular Service Parties shall in good faith (1) may not negotiate the terms of an amendment to the applicable subsection of Schedule 1 hereto, which amendment shall be extended more than once consistent with the terms of the applicable Service and promptly provide a copy thereof to the Transition Committee, and (2) determine the costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may not be, in connection with the provision of such Service Extension, which costs and expenses shall be extended later than borne solely by the TermRecipient. Each amendment amended subsection of the Schedules Schedule 1 hereto, as agreed to in writing by the PartiesParties or the Transition Committee, as applicable, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement. The Parties acknowledge and agree that (w) there may be interdependencies among the Services being provided under this Agreement, (x) the Provider’s ability to extend the provision of a particular Service in accordance with this Agreement may be dependent on the extension of another Service, (y) upon the request of either Party, the Transition Committee shall determine whether any such interdependencies exist with respect to the particular Service that the Recipient is seeking to extend in accordance with this Section 5.04 and (z) to the extent the Transition Committee has determined that such interdependencies exist, the Parties shall negotiate in good faith to amend the applicable subsection of Schedule 1 hereto relating to such other Service, which amendment shall be consistent with the terms of comparable Services.

Extension of Services. Upon written notice by (a) The Recipient may request to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). If ) one time for each Service unless the Transition Committee shall authorize additional extensions, by providing the Provider agrees to provide of such Service during with advance Notice not less than the shorter of (i) one hundred eighty (180) days, or (ii) one-half of the original Service Period for such Service. (b) If the Recipient is requesting a Service Extension for a particular Service for the first time and the requested Service Extension periodis for a period of twelve (12) months or less past the originally scheduled expiration of the Service Period for the applicable Service, then (i) the Parties Provider shall be obligated to provide such requested Service Extension and the applicable Recipient and Provider shall in good faith (i) negotiate the terms of an amendment to the Schedules heretoapplicable Joinder Agreement and promptly provide a copy thereof to the Transition Committee, which amendment shall be consistent with the terms of the applicable Service; , and (ii) determine the Charge costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may be, in connection with the provision of such Service Extension, which costs and expenses shall be borne solely by the Recipient. If (A) the requested Service Extension is for a period of longer than twelve (12) months past the originally scheduled expiration of the Service Period for the applicable Service or (B) the applicable Recipient has previously requested a Service Extension for the particular Service that the Recipient is currently requesting a Service Extension, then the Transition Committee shall determine whether the Provider shall provide the applicable Service for the requested Service Extension period. If the Transition Committee determines that the Provider shall provide such Service during the Service Extension period shall be equal to one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge); provided that, if such Service Extension is the result of Provider’s failure to provide the Service during the applicable Service Period (the amount of time that Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge), for the remaining days of the requested Service Extension period, if any. Notwithstanding then the foregoing, the Service Period of any particular Service applicable Recipient and Provider shall in good faith (1) may not negotiate the terms of an amendment to Schedule 1 of the applicable Joinder Agreement and promptly provide a copy thereof to the Transition Committee, which amendment shall be extended more than once consistent with the terms of the applicable Service, and (2) determine the costs and expenses (which shall not include any Charges payable under this Agreement), if any, that would be incurred by the Provider or the Recipient, as the case may not be, in connection with the provision of such Service Extension, which costs and expenses shall be extended later than borne solely by the TermRecipient. The Parties acknowledge and agree that (w) there may be interdependencies among the Services being provided under this Agreement, (x) the Provider’s ability to extend the provision of a particular Service in accordance with this Agreement may be dependent on the extension of another Service, (y) upon the request of a Party, the Transition Committee shall determine whether any such interdependencies exist with respect to the particular Service that the Recipient is seeking to extend in accordance with this Section 5.04 and (z) to the extent the Transition Committee has determined that such interdependencies exist, the applicable Provider and Recipient shall negotiate in good faith to amend Schedule 1 of the applicable Joinder Agreement relating to the termination dates of such impacted Services and shall promptly deliver a copy of such amendment to the Transition Committee. Each amendment of the Schedules hereto, as agreed such amended Joinder Agreement pursuant to in writing by the Parties, this Section 5.04 shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreementamendment.

Extension of Services. Upon Service Recipient may request, by providing Service Provider with advance written notice by Recipient notice, to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). Other that with respect to the Services set forth on Schedule 5.03 hereto, which Service Recipient shall have the right to extend on the terms set forth on Schedule 5.03, Service Provider, in its sole discretion, shall determine whether to extend such Service for the requested Service Extension period. If Service Provider agrees to provide such Service during the requested Service Extension period, then (i) the Parties shall in good faith negotiate the terms of an amendment to the Schedules hereto, which amendment shall be consistent with the terms of the applicable Service; and (ii) the Charge for such Service during the Service Extension period shall be equal to one hundred twenty twenty-five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge)Service; provided that, if such Service Extension is the result of Service Provider’s failure to provide the Service during the applicable Service Period (the amount of time that the Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty twenty-five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge)Service, for the remaining days of the Service Extension period, if any. Notwithstanding the foregoing, the Service Period of any particular Service (1) may not be extended more than once and (2) may not be extended later than the Termonce. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.

Extension of Services. Upon Service Recipient may request, by providing Service Provider with advance written notice by Recipient notice, to Provider at least sixty (60) days prior to the end of the applicable Service Period for any Service (unless the Schedules hereto specify that such Service is not eligible for extension), Recipient shall have the right to request that Provider extend the Service Period of any Service so that such Service ends on the earlier of (a) ninety (90) days following the last date on which Service Provider is obligated to provide such Service in accordance with the terms of this Agreement and (b) the Term (each such extension, a “Service Extension”). Service Provider, in its sole discretion, shall determine whether to extend such Service for the requested Service Extension period. If Service Provider agrees to provide such Service during the requested Service Extension period, then (i) the Parties shall in good faith negotiate the terms of an amendment to the Schedules hereto, which amendment shall be consistent with the terms of the applicable Service; and (ii) the Charge for such Service during the Service Extension period shall be equal to one hundred twenty twenty-five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge)Service; provided that, if such Service Extension is the result of Service Provider’s failure to provide the Service during the applicable Service Period (the amount of time that the Service Provider so failed to provide such Service, the “Service Suspension Period”), then the Charge for such Service during the Service Extension period shall be equal to (x) one hundred percent (100%) of the Charge for such Service, for a number of days equal to the Service Suspension Period and (y) one hundred twenty twenty-five percent (125%) of the Charge for such Service plus all costs, fees and expenses unless otherwise specified with respect to a particular Service on the Schedules hereto, or in the other Ancillary Agreements, payable by Provider or its Subsidiaries to a Third Party to the extent resulting from such Service Extension (to the extent not already included in such Charge)Service, for the remaining days of the Service Extension period, if any. Notwithstanding the foregoing, the Service Period of any particular Service (1) may not be extended more than once and (2) may not be extended later than the Termonce. Each amendment of the Schedules hereto, as agreed to in writing by the Parties, shall be deemed part of this Agreement as of the date of such agreement and any Services provided pursuant to such Service Extensions shall be deemed “Services” provided under this Agreement, in each case subject to the terms and conditions of this Agreement.