Provision of Management Services. From the Distribution Date through not later than the first anniversary thereof (the "Services Period"), New ▇▇▇▇▇▇ shall make available to Safety the following services (collectively, the "Services"): (a) Legal, tax, accounting, patent and other intellectual property, payroll and payroll tax, real estate, human resources (including pension administration), environmental, corporate secretarial, insurance, treasury and management information services, in each case including reasonable access to New ▇▇▇▇▇▇'▇ systems and resources; and (b) Such other personnel of New ▇▇▇▇▇▇ whose services the parties agree would be necessary and desirable to permit Safety and its subsidiaries to operate its business in the ordinary course and to facilitate the orderly transition of Safety and Newco to an independent and self-sufficient company in a reasonable and timely manner. It is understood that Services provided to Safety and its subsidiaries hereunder will be performed by those employees of New ▇▇▇▇▇▇ who perform equivalent services for New ▇▇▇▇▇▇ in the normal course of their employment. Accordingly, New ▇▇▇▇▇▇ shall not be obligated to make available any services to the extent that doing so would unreasonably interfere with the performance by any New ▇▇▇▇▇▇ Employee of services for New ▇▇▇▇▇▇ or otherwise cause unreasonable burden to New ▇▇▇▇▇▇, in light of the purposes of this Agreement. Notwithstanding the other provisions of this Article IV to the contrary, Safety shall be obligated to obtain from New ▇▇▇▇▇▇, and New ▇▇▇▇▇▇ shall agree to provide to Safety, Services related to the preparation, filing and auditing of tax returns for periods ended on or before the Distribution Date, subject to the provisions of the Tax Sharing Agreement.
Appears in 2 contracts
Sources: Distribution Agreement (Autoliv Inc), Distribution Agreement (New Morton International Inc)
Provision of Management Services. From the Distribution Date through not later than the first anniversary an- niversary thereof (the "Services Period"), New ▇▇▇▇▇▇ shall make available to Safety the following services (collectively, the "Services"):
(a) Legal, tax, accounting, patent and other intellectual intel- lectual property, payroll and payroll tax, real estate, human resources (including pension administration), environmentalenvi- ronmental, corporate secretarial, insurance, treasury and management information services, in each case including reasonable access to New ▇▇▇▇▇▇'▇ systems and resources; and
(b) Such other personnel of New ▇▇▇▇▇▇ whose services ser- vices the parties agree would be necessary and desirable to permit Safety and its subsidiaries to operate its business busi- ness in the ordinary course and to facilitate the orderly transition of Safety and Newco to an independent and self-self- sufficient company in a reasonable and timely manner. It is understood that Services provided to Safety and its subsidiaries hereunder will be performed by those employees of New ▇▇▇▇▇▇ who perform equivalent services for New ▇▇▇▇▇▇ in the normal course of their employment. Accordingly, New ▇▇▇▇▇▇ shall not be obligated to make available any services to the extent that doing so would unreasonably interfere with the performance per- formance by any New ▇▇▇▇▇▇ Employee of services for New ▇▇▇▇▇▇ or otherwise cause unreasonable burden to New ▇▇▇▇▇▇, in light of the purposes of this Agreement. Notwithstanding the other provisions of this Article IV to the contrary, Safety shall be obligated to obtain from New ▇▇▇▇▇▇, and New ▇▇▇▇▇▇ shall agree to provide to Safety, Services related to the preparation, filing fil- ing and auditing of tax returns for periods ended on or before the Distribution Date, subject to the provisions of the Tax Sharing Agreement.
Appears in 1 contract
Sources: Distribution Agreement (New Morton International Inc)