Common use of Services Scope Clause in Contracts

Services Scope. (a) During the period commencing on the Distribution Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.1, subject to the terms and conditions set forth in this Agreement, Management Services will provide, or will cause to be provided to the Entertainment Group, finance, information technology, human resources and legal services and other general services of an administrative and/or advisory nature with respect to the Entertainment Business, as set forth on Schedules A and B (collectively, the “Services”), and Entertainment will, and will cause the other members of the Entertainment Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group to the Entertainment Group as agreed pursuant to Section 9.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group to the Entertainment Group on the last day prior to the Distribution in the ordinary course; (ii) the use of each Service by the Entertainment Group will include use by the Entertainment Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Group prior to the Distribution; and (iii) nothing in this Agreement will require that any Service be provided other than for use in, or in connection with the Entertainment Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services is unable to provide any Service pursuant to the terms of this Agreement, Management Services will provide to the Entertainment Group a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules A and B and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by CCU Group members to other CCU Group members that receive such services. If Entertainment requests that Management Services provide a custom modification in connection with any Service, Entertainment will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Group to provide, or the Entertainment Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth herein. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Group and licensed to the Entertainment Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Group as of the Distribution Date, (ii) were not controlled by any member of the CCU Group as of the Distribution Date, or (iii) may constitute improvements made after the Distribution Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

Services Scope. (a) During the period commencing on the Distribution Closing Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.19.1, subject to the terms and conditions set forth in this Agreement, Management Services will provide, or will cause to be provided to the Entertainment Outdoor Group, finance, information technology, human resources and resources, legal services services, management oversight and other general services of an administrative and/or advisory nature with respect to the Entertainment Outdoor Business, as set forth on Schedules Schedule A and B (collectively, the “Services”), and Entertainment Outdoor will, and will cause the other members of the Entertainment Outdoor Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group to the Entertainment Outdoor Group as agreed pursuant to Section 9.3(a10.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group to the Entertainment Outdoor Group on the last day prior to the Distribution Closing in the ordinary course; (ii) the use of each Service by the Entertainment Outdoor Group will include use by the Entertainment Outdoor Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Outdoor Group prior to the DistributionClosing; and (iii) nothing in this Agreement will require that any Service be provided other than for use in, or in connection with with, the Entertainment Outdoor Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, ; provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services is unable to provide any Service pursuant to the terms of this Agreement, Management Services will provide to the Entertainment Outdoor Group a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules on Schedule A and B and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by members of the CCU Group members to other CCU Group members that receive such services. If Entertainment Outdoor requests that Management Services provide provides a custom modification in connection with any Service, Entertainment Outdoor will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Group to provide, or the Entertainment Outdoor Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth hereinherein or in the Trademark License. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Outdoor Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Group and licensed to the Entertainment Outdoor Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Outdoor Group as of the Distribution Closing Date, (ii) were not controlled by any member of the CCU Group as of the Distribution Closing Date, or (iii) may constitute improvements made after the Distribution Closing Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

Services Scope. (a) During the period commencing on the Distribution Closing Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.19.1, subject to the terms and conditions set forth in this Agreement, Management Services each of Helix and Cal Dive as Providers will provide, or will cause to be provided to the Entertainment Recipient Group, financefinancial, information technology, human resources (including, without limitation, training and benefits), operations support, environmental, health and safety services, legal services services, management oversight and other general services of an administrative and/or advisory nature with respect to the Entertainment Businessbusiness and operations of the Helix and Cal Dive Groups, as set forth on Schedules Schedule A and B Schedule C (collectively, the “Services”), and Entertainment Cal Dive will, and will cause the other members of the Entertainment Cal Dive Group to, and Helix will, and will cause the other members of the Helix Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group a Provider to the Entertainment Group a Recipient as agreed pursuant to Section 9.3(a10.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group a Provider to the Entertainment Group a Recipient on the last day prior to the Distribution Closing in the ordinary course; (ii) the use of each Service by the Entertainment Group a Recipient will include use by the Entertainment Recipient Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Recipient Group prior to the DistributionClosing; and (iii) nothing in this Agreement will require that any Service be provided by Helix other than for use in, or in connection with with, the Entertainment Cal Dive Business, or by Cal Dive other than for use in, or in connection with, the Helix Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, ; provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services a Provider is unable to provide any Service pursuant to the terms of this Agreement, Management Services such Provider will provide to the Entertainment Recipient Group a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules on Schedule A and B or Schedule C, as applicable, and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by CCU members of the Provider Group members to other CCU Provider Group members that receive such services. If Entertainment requests that Management Services provide a custom modification in connection with any Service, Entertainment will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Provider Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Provider Group to provide, or the Entertainment Recipient Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth herein. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Cal Dive Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Helix Group and licensed to the Entertainment Cal Dive Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Cal Dive Group as of the Distribution Closing Date, (ii) were not controlled by any member of the CCU Helix Group as of the Distribution Closing Date, or (iii) may constitute improvements made after the Distribution Closing Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

Services Scope. (a) During the period commencing on the Distribution Closing Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.19.1, subject to the terms and conditions set forth in this Agreement, Management Services (i) Alon LP will provide, or will cause to be provided to the Entertainment Brands Group, finance, information technology, human resources and resources, legal services services, management oversight and other general services of an administrative and/or advisory nature with respect to the Entertainment Brands Business, as set forth on Schedules A Schedule A-1 (the “Alon USA Services”), and B (collectivelyii) Brands will provide or cause to be provided to the Alon USA Group the services set forth on Schedule A-2 (the “Brands Services” and, together with the Alon USA Services, the “Services”), and Entertainment will, and will cause the other members of the Entertainment Group to, utilize such Services in the conduct of their respective businesses. The “Services” Services also will include (1) any Services to be provided by the CCU Group a Provider to the Entertainment Group a Recipient as agreed pursuant to Section 9.3(a10.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Alon USA Group to the Entertainment Brands Group or the Brands Group to the Alon USA Group (as applicable) on the last day prior to the Distribution Closing in the ordinary coursecourse of business; (ii) the use of each Service by the Entertainment Recipient Group will include use by the Entertainment Recipient Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Recipient Group prior to the DistributionClosing; and (iii) nothing in this Agreement will require that any Service be provided other than for use in, or in connection with with, in the Entertainment case of Alon USA Services, the Brands Business, and in the case of Brands Services, the businesses of the members of the Alon USA Group. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, ; provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services a Provider is unable to provide any Service pursuant to the terms of this Agreement, Management Services the Provider will provide to the Entertainment Group Recipient a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules A and B on Schedule A-1 or A-2, as applicable, and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by CCU members of the Alon USA Group members to other CCU Alon USA Group members that receive such services. If Entertainment Recipient requests that Management Services provide a Provider provides a custom modification in connection with any Service, Entertainment the Recipient will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Provider Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Provider Group to provide, or the Entertainment Recipient Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth herein. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Recipient Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Provider Group and licensed to the Entertainment Recipient Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Recipient Group as of the Distribution Closing Date, (ii) were not controlled by any member of the CCU Provider Group as of the Distribution Closing Date, or (iii) may constitute improvements made after the Distribution Closing Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

Services Scope. (a) During the period commencing on the Distribution Closing Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.19.1, subject to the terms and conditions set forth in this Agreement, Management Services will provide, or will cause to be provided to the Entertainment Outdoor Group, finance, information technology, human resources and resources, legal services services, management oversight and other general services of an administrative and/or advisory nature with respect to the Entertainment Outdoor Business, as set forth on Schedules Schedule A and B Schedule C (collectively, the “Services”), and Entertainment Outdoor will, and will cause the other members of the Entertainment Outdoor Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group to the Entertainment Outdoor Group as agreed pursuant to Section 9.3(a10.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group to the Entertainment Outdoor Group on the last day prior to the Distribution Closing in the ordinary course; (ii) the use of each Service by the Entertainment Outdoor Group will include use by the Entertainment Outdoor Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Outdoor Group prior to the DistributionClosing; and (iii) nothing in this Agreement will require that any Service be provided other than for use in, or in connection with with, the Entertainment Outdoor Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, ; provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services is unable to provide any Service pursuant to the terms of this Agreement, Management Services will provide to the Entertainment Outdoor Group a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules on Schedule A and B or Schedule C, as applicable, and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by members of the CCU Group members to other CCU Group members that receive such services. If Entertainment Outdoor requests that Management Services provide provides a custom modification in connection with any Service, Entertainment Outdoor will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Group to provide, or the Entertainment Outdoor Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth hereinherein or in the Trademark License. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Outdoor Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Group and licensed to the Entertainment Outdoor Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Outdoor Group as of the Distribution Closing Date, (ii) were not controlled by any member of the CCU Group as of the Distribution Closing Date, or (iii) may constitute improvements made after the Distribution Closing Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.

Services Scope. (a) During the period commencing on the Distribution Closing Date and continuing until the earlier of the termination of this Agreement or an individual Service pursuant to Section 8.19.1, subject to the terms and conditions set forth in this Agreement, Management Services each of Helix and Cal Dive as Providers will provide, or will cause to be provided to the Entertainment Recipient Group, financefinancial, information technology, human resources (including, without limitation, training and legal services benefits), operations support, environmental, health and safety services, management oversight and other general services of an administrative and/or advisory nature with respect to the Entertainment Businessbusiness and operations of the Helix and Cal Dive Groups, as set forth on Schedules Schedule A and B (collectively, the “Services”), and Entertainment Cal Dive will, and will cause the other members of the Entertainment Cal Dive Group to, and Helix will, and will cause the other members of the Helix Group to, utilize such Services in the conduct of their respective businesses. The “Services” also will include (1) any Services to be provided by the CCU Group a Provider to the Entertainment Group a Recipient as agreed pursuant to Section 9.3(a10.3(a), and (2) any Substitute Service; provided, however, that (i) the scope of each Service will be substantially the same as the scope of such service provided by the CCU Group a Provider to the Entertainment Group a Recipient on the last day prior to the Distribution Closing in the ordinary course; (ii) the use of each Service by the Entertainment Group a Recipient will include use by the Entertainment Recipient Group’s contractors in substantially the same manner as used by the contractors of the Entertainment Recipient Group prior to the DistributionClosing; and (iii) nothing in this Agreement will require that any Service be provided by Helix other than for use in, or in connection with with, the Entertainment Cal Dive Business, or by Cal Dive other than for use in, or in connection with, the Helix Business. Nothing in the preceding sentence or elsewhere in this Agreement will be deemed to restrict or otherwise limit the volume or quantity of any Service, ; provided, that, certain volume or quantity changes with respect to a Service may require the parties to negotiate in good faith and use their commercially reasonable efforts to agree upon a price change with respect to such Service. If, for any reason, Management Services a Provider is unable to provide any Service pursuant to the terms of this Agreement, Management Services such Provider will provide to the Entertainment Recipient Group a substantially equivalent service (a “Substitute Service”) at or below the cost for the substituted Service as set forth in Schedules on Schedule A and B and otherwise in accordance with the terms of this Agreement, including the Standard for Services. (b) The Services will include, and the Service Charges reflect charges for, such maintenance, support, error correction, training, updates and enhancements normally and customarily provided by CCU members of the Provider Group members to other CCU Provider Group members that receive such services. If Entertainment requests that Management Services provide a custom modification in connection with any Service, Entertainment will be responsible for the cost of such custom modification. The Services will include all functions, responsibilities, activities and tasks, and the materials, documentation, resources, rights and licenses to be used, granted or provided by the CCU Provider Group that are not specifically described in this Agreement as a part of the Services, but are incidental to, and would normally be considered an inherent part of, or necessary subpart included within, the Services or are otherwise necessary for the CCU Provider Group to provide, or the Entertainment Recipient Group to receive, the Services. (c) This Agreement will not assign any rights to Technology or Intellectual Property between the parties, other than as specifically set forth herein. Any upgrades, updates or other modifications to Software or other electronic content made available or delivered to the Entertainment Cal Dive Group pursuant to this Agreement will be deemed to be Intellectual Property of the CCU Helix Group and licensed to the Entertainment Cal Dive Group, notwithstanding that such upgrades, updates or other modifications (i) were not used, held for use or contemplated to be used by the Entertainment Cal Dive Group as of the Distribution Closing Date, (ii) were not controlled by any member of the CCU Helix Group as of the Distribution Closing Date, or (iii) may constitute improvements made after the Distribution Closing Date. (d) Throughout the term of this Agreement, the Provider and the Recipient of any Service will cooperate with one another and use their good faith, commercially reasonable efforts to effect the efficient, timely and seamless provision and receipt of such Service. (e) Any Software delivered by a Provider hereunder will be delivered, at the election of the Provider, either (i) with the assistance of the Provider, through electronic transmission or downloaded by the Recipient from the applicable intranet, or (ii) by installation by the Provider on the relevant equipment, with retention by the Provider of all tangible media on which such Software resides. The Provider and the Recipient acknowledge and agree that no tangible medium containing such Software (including any enhancements, upgrades or updates) will be transferred to the Recipient at any time for any reason under the terms of this Agreement, and that the Provider will, at all times, retain possession and control of any such tangible medium used or consumed by the Provider in the performance of this Agreement. Each party will comply with all reasonable security measures implemented by the other party in connection with the delivery of Software.