Common use of Provision of Certain Services Clause in Contracts

Provision of Certain Services. For a period of three years after closing Seller agrees to provide, cause a third party to provide, or reimburse Purchaser or LLANY for the reasonable cost of obtaining, in each case at a cost to Purchaser not in excess of the amount currently being paid by Seller, CLIC or the Parent Subsidiaries or charged back to the Business by any Affiliate of Seller (subject to escalation on the basis provided for in the contract pursuant to which Seller or the relevant Affiliate of Seller obtains such service or the use of such asset from a third party) services or assets substantially comparable to any service or asset material to the operation of the Business that Seller is unable to deliver to Purchaser or LLANY (other than any such service or asset identified in Schedule 1.01(H) hereto or described in Schedule 2.01 to the Transition Services Agreement and other than Insurance Contracts, reinsurance treaties and agreements and Licensed Principally Used Software). In the event that the remaining term of a contract pursuant to which Seller or any Affiliate of Seller obtains a particular service or asset expires during the three-year period covered by this Section 5.32, then: (i) if such contract is not renewable, then Seller shall have no further obligation under this Section 5.32 with respect to such service or asset; or (ii) if such contract is renewable, then Seller shall so notify Purchaser or LLANY, as the case may be, and Purchaser or LLANY shall be entitled to require Seller or the relevant Affiliate of Seller to renew such contract for a period ending not later than the end of the three-year term covered by this Section 5.32; provided, that Purchaser or LLANY, as the case may be, shall be required to make all payments with respect to the renewal period.

Appears in 1 contract

Sources: Asset Transfer and Acquisition Agreement (Lincoln National Corp)

Provision of Certain Services. For a period of three years after closing Seller agrees to provide, cause a third party to provide, or reimburse Purchaser or LLANY for the reasonable cost of obtaining, in each case at a cost to Purchaser not in excess of the amount currently being paid by Seller, CLIC or the Parent Subsidiaries Seller or charged back to the Business by any Affiliate of Seller (subject to escalation on the basis provided for in the contract pursuant to which Seller or the relevant Affiliate of Seller obtains such service or the use of such asset from a third party) services or assets substantially comparable to any service or asset material to the operation of the Business that Seller is unable to deliver to Purchaser or LLANY (other than any such service or asset identified in Schedule 1.01(H) hereto or described in Schedule 2.01 to the Transition Services Agreement and other than Insurance Contracts, reinsurance treaties and agreements and Licensed Principally Used Software). In the event that the remaining term of a contract pursuant to which Seller or any Affiliate of Seller obtains a particular service or asset expires during the three-year period covered by this Section 5.32, then: (i) if such contract is not renewablerenewable by Seller, then Seller shall have no further obligation under this Section 5.32 with respect to such service or asset; or (ii) if such contract is renewablerenewable by Seller, then Seller shall so notify Purchaser or LLANY, as the case may be, and Purchaser or LLANY shall be entitled to require Seller or the relevant Affiliate of Seller to renew such contract for a period ending not later than the end of the three-year term covered by this Section 5.32; provided, that Purchaser or LLANY, as the case may be, shall be required to make all payments with respect to the renewal period.

Appears in 1 contract

Sources: Asset Transfer and Acquisition Agreement (Lincoln National Corp)