Common use of Third-Party ASO Contracts Clause in Contracts

Third-Party ASO Contracts. (1) At Tronox’s request, ▇▇▇▇-▇▇▇▇▇ shall use its reasonable best efforts to cause each third-party administrator that operates pursuant to an administrative services only contract that relates to any of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans (an “ASO Contract”) in existence as of the date of this Agreement to enter into an agreement with Tronox with substantially similar terms and conditions. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. The request by Tronox for ▇▇▇▇-▇▇▇▇▇ to negotiate such ASO Contracts shall be deemed to be the authorization by Tronox of ▇▇▇▇-▇▇▇▇▇ to act on its behalf to extend to Tronox the terms and conditions of the ASO Contracts. Tronox shall use its reasonable best efforts to cooperate with ▇▇▇▇-▇▇▇▇▇ in such efforts, and Tronox shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ▇▇▇▇-▇▇▇▇▇’▇ efforts. (2) If it becomes reasonably likely that ▇▇▇▇-▇▇▇▇▇ will not be successful in negotiating contract language that will permit compliance with this Section 6.04(a), ▇▇▇▇-▇▇▇▇▇ shall so notify Tronox promptly, and after such notification, Tronox shall be released from the restriction contained in the last sentence of Section 6.04(a)(1). In such case, ▇▇▇▇-▇▇▇▇▇ may offer a contingency plan for the administration of the portion of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans affected by the unavailability of such ASO Contract, including, if possible, an offer by the third-party administrator under the relevant ASO Contract of its services under a separate contract with Tronox, with terms and conditions as similar as practicable to those of the ASO Contract with ▇▇▇▇-▇▇▇▇▇. Tronox shall, effective Immediately after the Distribution Date, either adopt its own contingency plan or the contingency plan established by ▇▇▇▇-▇▇▇▇▇ for such arrangement.

Third-Party ASO Contracts. (1) At Tronox’s 's request, ▇▇▇▇-▇▇▇▇▇ shall use its reasonable best efforts to cause each third-party administrator that operates pursuant to an administrative services only contract that relates to any of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans (an “"ASO Contract”") in existence as of the date of this Agreement to enter into an agreement with Tronox with substantially similar terms and conditions. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. The request by Tronox for ▇▇▇▇-▇▇▇▇▇ to negotiate such ASO Contracts shall be deemed to be the authorization by Tronox of ▇▇▇▇-▇▇▇▇▇ to act on its behalf to extend to Tronox the terms and conditions of the ASO Contracts. Tronox shall use its reasonable best efforts to cooperate with ▇▇▇▇-▇▇▇▇▇ in such efforts, and Tronox shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ▇▇▇▇-▇▇▇▇▇’'▇ efforts. (2) If it becomes reasonably likely that ▇▇▇▇-▇▇▇▇▇ will not be successful in negotiating contract language that will permit compliance with this Section 6.04(a), ▇▇▇▇-▇▇▇▇▇ shall so notify Tronox promptly, and after such notification, Tronox shall be released from the restriction contained in the last sentence of Section 6.04(a)(1). In such case, ▇▇▇▇-▇▇▇▇▇ may offer a contingency plan for the administration of the portion of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans affected by the unavailability of such ASO Contract, including, if possible, an offer by the third-party administrator under the relevant ASO Contract of its services under a separate contract with Tronox, with terms and conditions as similar as practicable to those of the ASO Contract with ▇▇▇▇-▇▇▇▇▇. Tronox shall, effective Immediately after the Distribution Date, either adopt its own contingency plan or the contingency plan established by ▇▇▇▇-▇▇▇▇▇ for such arrangement.