Common use of Transition Services Managers Clause in Contracts

Transition Services Managers. (a) Covidien hereby appoints and designates the individual holding the Covidien position set forth on Exhibit I to act as its initial services manager (the “Covidien Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Covidien Services and have authority to act on Covidien’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien Services Manager will work with the personnel of the Covidien Group to periodically address issues and matters raised by Mallinckrodt relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Mallinckrodt to Covidien pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Covidien Local Service Manager”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the Covidien Services Manager in writing and delivered to Mallinckrodt by email or facsimile transmission with receipt confirmed. Covidien shall notify Mallinckrodt of the appointment of a different Covidien Services Manager or Covidien Local Service Manager(s), if necessary, in accordance with Section 9.06. (b) Mallinckrodt hereby appoints and designates the individual holding the Mallinckrodt position set forth on Exhibit I to act as its initial services manager (the “Mallinckrodt Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt Services and have authority to act on Mallinckrodt’s behalf with respect to matters relating to this Agreement. The Mallinckrodt Services Manager will work with the personnel of the Mallinckrodt Group to periodically address issues and matters raised by Covidien relating to this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Covidien to Mallinckrodt pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Mallinckrodt Local Service Manager”) with respect to such Service on the applicable Schedule or as specified by the Mallinckrodt Services Manager in writing and delivered to Covidien by email or facsimile transmission with receipt confirmed. Mallinckrodt shall notify Covidien of the appointment of a different Mallinckrodt Services Manager or Mallinckrodt Local Service Manager(s), if necessary, in accordance with Section 9.06.

Transition Services Managers. (a) Covidien Pentair hereby appoints and designates the individual holding the Covidien Pentair position set forth on Exhibit I to act as its initial services manager (the “Covidien Pentair Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Covidien Pentair Services and have authority to act on CovidienPentair’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien Pentair Services Manager will work with the personnel of the Covidien Pentair Group to periodically address issues and matters raised by Mallinckrodt nVent relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Mallinckrodt nVent to Covidien Pentair pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Covidien Pentair Local Service Manager”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the Covidien Pentair Services Manager in writing and delivered to Mallinckrodt nVent by email or facsimile transmission with receipt confirmed. Covidien Pentair shall notify Mallinckrodt nVent of the appointment of a different Covidien Pentair Services Manager or Covidien Pentair Local Service Manager(s), if necessary, in accordance with Section 9.06. (b) Mallinckrodt nVent hereby appoints and designates the individual holding the Mallinckrodt nVent position set forth on Exhibit I to act as its initial services manager (the “Mallinckrodt nVent Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt the nVent Services and have authority to act on MallinckrodtnVent’s behalf with respect to matters relating to the provision of Services under this Agreement. The Mallinckrodt nVent Services Manager will work with the personnel of the Mallinckrodt nVent Group to periodically address issues and matters raised by Covidien Pentair relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Covidien Pentair to Mallinckrodt nVent pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Mallinckrodt nVent Local Service Manager”) with respect to such Service on the applicable Schedule or such other individual as may be specified by the Mallinckrodt nVent Services Manager in writing and delivered to Covidien Pentair by email or facsimile transmission with receipt confirmed. Mallinckrodt nVent shall notify Covidien Pentair of the appointment of a different Mallinckrodt nVent Services Manager or Mallinckrodt nVent Local Service Manager(s), if necessary, in accordance with Section 9.06.

Transition Services Managers. (a) Covidien HBIO hereby appoints and designates the individual holding the Covidien HBIO position set forth on Exhibit I to act as its initial services manager (the “Covidien HBIO Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Covidien HBIO Services and have authority to act on CovidienHBIO’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien HBIO Services Manager will work with the personnel of the Covidien Group HBIO Entities to periodically address issues and matters raised by Mallinckrodt H▇▇▇ relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.0611.05, all communications from Mallinckrodt H▇▇▇ to Covidien HBIO pursuant to this Agreement regarding routine matters involving a Service the Services set forth on the Schedules shall be made through the individual specified as the local service manager (the “Covidien Local Service HBIO Services Manager”) with respect to such Service on the applicable Schedule , or such other individual as may be specified by the Covidien HBIO Services Manager in writing and delivered to Mallinckrodt H▇▇▇ by email or facsimile transmission with receipt confirmed. Covidien HBIO shall notify Mallinckrodt H▇▇▇ of the appointment of a different Covidien HBIO Services Manager or Covidien Local Service Manager(s)Manager, if necessary, in accordance with Section 9.0611.05. (b) Mallinckrodt H▇▇▇ hereby appoints and designates the individual holding the Mallinckrodt H▇▇▇ position set forth on Exhibit I to act as its initial services manager (the “Mallinckrodt H▇▇▇ Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt H▇▇▇ Services and have authority to act on Mallinckrodt’s H▇▇▇’▇ behalf with respect to matters relating to this Agreement. The Mallinckrodt H▇▇▇ Services Manager will work with the personnel of the Mallinckrodt Group H▇▇▇ Entities to periodically address issues and matters raised by Covidien HBIO relating to this Agreement. Notwithstanding the requirements of Section 9.0611.05, all communications from Covidien HBIO to Mallinckrodt H▇▇▇ pursuant to this Agreement regarding routine matters involving a Service the Services set forth on the Schedules shall be made through the H▇▇▇ Services Manager or such other individual specified as the local service manager (the “Mallinckrodt Local Service Manager”) with respect to such Service on the applicable Schedule or as specified by the Mallinckrodt H▇▇▇ Services Manager in writing and delivered to Covidien HBIO by email or facsimile transmission with receipt confirmed. Mallinckrodt H▇▇▇ shall notify Covidien HBIO of the appointment of a different Mallinckrodt H▇▇▇ Services Manager or Mallinckrodt Local Service Manager(s)Manager, if necessary, in accordance with Section 9.0611.05.

Transition Services Managers. (a) Covidien Encompass hereby appoints and designates the individual holding the Covidien position individuals set forth on Exhibit I I-A to act as its initial services manager managers (the “Covidien Encompass Services ManagerManagers”), who will each be directly responsible for coordinating and managing the delivery of the Covidien Encompass Services and have authority to act on CovidienEncompass’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien Encompass Services Manager Managers will work with the personnel of the Covidien Encompass Group to periodically address issues and matters raised by Mallinckrodt Enhabit relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.069.4, all communications from Mallinckrodt Enhabit to Covidien Encompass pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual or individuals, as the case may be, specified as the functional area service manager (the “Encompass Functional Area Service Manager”) with respect to such Service on Exhibit I-B or such other individual as may be specified by an Encompass Services Manager in writing and delivered to Enhabit by email or facsimile transmission with receipt confirmed; provided that, if the Encompass Functional Area Service Manager is not available, communication shall thereafter be made through an Encompass Services Manager. Encompass shall notify Enhabit of the appointment of a different Encompass Services Manager or Encompass Functional Area Service Manager(s), if necessary, in accordance with Section 9.4. (b) Enhabit hereby appoints and designates the individuals set forth on Exhibit I-A to act as its initial services managers (the “Enhabit Services Managers”), who will each be directly responsible for coordinating and managing the delivery of the Enhabit Services and have authority to act on Enhabit’s behalf with respect to matters relating to this Agreement. The Enhabit Services Managers will work with the personnel of the Enhabit Group to periodically address issues and matters raised by Encompass relating to this Agreement. Notwithstanding the requirements of Section 9.4, all communications from Encompass to Enhabit pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual or individuals, as the case may be, specified as the local functional area service manager (the “Covidien Local Enhabit Functional Area Service Manager”) with respect to such Service on the applicable Schedule Exhibit I-B or such other individual as may be specified by the Covidien an Enhabit Services Manager in writing and delivered to Mallinckrodt Encompass by email or facsimile transmission with receipt confirmed; provided that, if the Enhabit Functional Area Service Manager is not available, communication shall thereafter be made through an Enhabit Services Manager. Covidien Enhabit shall notify Mallinckrodt Encompass of the appointment of a different Covidien Enhabit Services Manager or Covidien Local Enhabit Functional Area Service Manager(s), if necessary, in accordance with Section 9.069.4. (b) Mallinckrodt hereby appoints and designates the individual holding the Mallinckrodt position set forth on Exhibit I to act as its initial services manager (the “Mallinckrodt Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt Services and have authority to act on Mallinckrodt’s behalf with respect to matters relating to this Agreement. The Mallinckrodt Services Manager will work with the personnel of the Mallinckrodt Group to periodically address issues and matters raised by Covidien relating to this Agreement. Notwithstanding the requirements of Section 9.06, all communications from Covidien to Mallinckrodt pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local service manager (the “Mallinckrodt Local Service Manager”) with respect to such Service on the applicable Schedule or as specified by the Mallinckrodt Services Manager in writing and delivered to Covidien by email or facsimile transmission with receipt confirmed. Mallinckrodt shall notify Covidien of the appointment of a different Mallinckrodt Services Manager or Mallinckrodt Local Service Manager(s), if necessary, in accordance with Section 9.06.

Transition Services Managers. (a) Covidien hereby appoints and designates Nomura shall appoint an individual, by giving written notice thereof to LBHI within three (3) Business Days following the individual holding the Covidien position set forth on Exhibit I date hereof, to act as its initial services manager (the “Covidien Nomura Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Covidien Nomura Services and have authority to act on CovidienNomura’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien Nomura Services Manager will work with the personnel of the Covidien Group Nomura to periodically address issues and matters raised by Mallinckrodt LBHI relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.069.05, all communications from Mallinckrodt LBHI to Covidien Nomura pursuant to this Agreement regarding routine matters involving a Service the Nomura Services shall be made through the individual specified as the local service manager (the “Covidien Local Service Nomura Services Manager”) with respect to such Service on the applicable Schedule , or such other individual as may be specified by the Covidien Nomura Services Manager in writing and delivered to Mallinckrodt LBHI by email or facsimile transmission with receipt confirmed. Covidien Nomura shall reasonably promptly notify Mallinckrodt LBHI of the appointment of a different Covidien Nomura Services Manager or Covidien Local Service Manager(s)Manager, if necessary, in accordance with Section 9.069.05. (b) Mallinckrodt hereby appoints and designates LBHI shall appoint an individual, by giving written notice thereof to Nomura within three (3) Business Days following the individual holding the Mallinckrodt position set forth on Exhibit I date hereof, to act as its initial services manager (the “Mallinckrodt LBHI Services Manager”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt the LBHI Services and have authority to act on MallinckrodtLBHI’s behalf with respect to matters relating to this Agreement. The Mallinckrodt LBHI Services Manager will work with the personnel of the Mallinckrodt Group LBHI to periodically address issues and matters raised by Covidien Nomura relating to this Agreement. Notwithstanding the requirements of Section 9.069.05, all communications from Covidien Nomura to Mallinckrodt LBHI pursuant to this Agreement regarding routine matters involving a Service the Services shall be made through the LBHI Services Manager, or such other individual specified as the local service manager (the “Mallinckrodt Local Service Manager”) with respect to such Service on the applicable Schedule or as specified by the Mallinckrodt LBHI Services Manager in writing and delivered to Covidien Nomura by email or facsimile transmission with receipt confirmed. Mallinckrodt LBHI shall reasonably promptly notify Covidien Nomura of the appointment of a different Mallinckrodt LBHI Services Manager or Mallinckrodt Local Service Manager(s)Manager, if necessary, in accordance with Section 9.069.05.

Transition Services Managers. (a) Covidien hereby appoints and designates ▇▇▇▇▇▇ Europe shall appoint an individual, by giving written notice thereof to LBHI within three (3) Business Days following the individual holding the Covidien position set forth on Exhibit I Commencement Date, to act as its initial services manager (the “Covidien ▇▇▇▇▇▇ Europe Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Covidien ▇▇▇▇▇▇ Europe Employee Services and the ▇▇▇▇▇▇ Europe Services and have authority to act on Covidien▇▇▇▇▇▇ Europe’s behalf with respect to matters relating to the provision of Services under this Agreement. The Covidien ▇▇▇▇▇▇ Europe Services Manager will work with the personnel of the Covidien Group ▇▇▇▇▇▇ Europe to periodically address issues and matters raised by Mallinckrodt LBHI relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.069.05, all communications from Mallinckrodt LBHI to Covidien ▇▇▇▇▇▇ Europe pursuant to this Agreement regarding routine matters involving a Service the ▇▇▇▇▇▇ Europe Services shall be made through the individual specified as the local service manager (the “Covidien Local Service ▇▇▇▇▇▇ Europe Services Manager”) with respect to such Service on the applicable Schedule , or such other individual as may be specified by the Covidien ▇▇▇▇▇▇ Europe Services Manager in writing and delivered to Mallinckrodt LBHI by email or facsimile transmission with receipt confirmed. Covidien ▇▇▇▇▇▇ Europe shall promptly notify Mallinckrodt LBHI of the appointment of a different Covidien ▇▇▇▇▇▇ Europe Services Manager or Covidien Local Service Manager(s)Manager, if necessary, in accordance with Section 9.069.05. (b) Mallinckrodt hereby appoints and designates LBHI shall appoint an individual, by giving written notice thereof to ▇▇▇▇▇▇ Europe within three (3) Business Days following the individual holding the Mallinckrodt position set forth on Exhibit I Commencement Date, to act as its initial services manager (the “Mallinckrodt LBHI Services Manager” together with the ▇▇▇▇▇▇ Europe Services Manager the “Services Managers”), who will be directly responsible for coordinating and managing the delivery of Mallinckrodt the LBHI Employee Services and the LBHI Services and have authority to act on MallinckrodtLBHI’s behalf with respect to matters relating to this Agreement. The Mallinckrodt LBHI Services Manager will work with the personnel of the Mallinckrodt Group LBHI to periodically address issues and matters raised by Covidien ▇▇▇▇▇▇ Europe relating to this Agreement. Notwithstanding the requirements of Section 9.069.05, all communications from Covidien ▇▇▇▇▇▇ Europe to Mallinckrodt LBHI pursuant to this Agreement regarding routine matters involving a Service the LBHI Services shall be made through the LBHI Services Manager, or such other individual specified as the local service manager (the “Mallinckrodt Local Service Manager”) with respect to such Service on the applicable Schedule or as specified by the Mallinckrodt LBHI Services Manager in writing and delivered to Covidien ▇▇▇▇▇▇ Europe by email or facsimile transmission with receipt confirmed. Mallinckrodt LBHI shall promptly notify Covidien ▇▇▇▇▇▇ Europe of the appointment of a different Mallinckrodt LBHI Services Manager or Mallinckrodt Local Service Manager(s)Manager, if necessary, in accordance with Section 9.069.05. (c) The Services Managers will hold weekly meetings during the first nine (9) months from the Commencement Date and monthly meetings thereafter (each a “Review Meeting”) to discuss the provision of the Services under this Agreement as well as the process for managing the transition away from, and wind down of, the use of the Services and quarterly projections of likely reasonable Service Charges to be levied by both parties to the other. The Review Meetings will take place at times and places agreed by the Services Managers and may take place by way of telephone or video conferencing (or similar means) as mutually agreed by the Services Managers. (d) If either party wishes to change the level, standard, quality, volume or range of the Services provided under this Agreement in a material way, it will promptly notify the other party and make a request to the other party in writing at least five (5) Business Days prior to the next Review Meeting setting out in as much detail as reasonably possible the change required and the reason for requesting the change. That request will be considered in good faith at the next Review Meeting.