Common use of Transition Services Managers Clause in Contracts

Transition Services Managers. (a) Parent shall appoint and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent to act as its initial services manager (the “Parent Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on Parent’s behalf with respect to matters relating to the provision of Services under this Agreement. The Parent Services Manager will work with the personnel of the Parent Group to periodically address issues and matters raised by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.4, all communications from SpinCo to Parent pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual specified as the local services manager (the “Parent Local Services Manager”) with respect to such Service on Schedule A or such other individual as may be specified by the Parent Services Manager in writing and delivered to SpinCo by email or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Manager. Parent shall notify SpinCo of the appointment of a different Parent Services Manager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4. (b) SpinCo shall appoint and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo to act as its initial services manager (the “SpinCo Services Manager”), who will be directly responsible for coordinating and managing the delivery of the SpinCo Services and have authority to act on SpinCo’s behalf with respect to matters relating to this Agreement. The SpinCo Services Manager will work with the personnel of the SpinCo Group to periodically address issues and matters raised by Parent relating to this Agreement. Notwithstanding the requirements of Section 9.4, all communications from Parent to SpinCo pursuant to this Agreement regarding routine matters involving a Service shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager”) with respect to such Service on Schedule B or as specified by the SpinCo Services Manager in writing and delivered to Parent by email or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Manager. SpinCo shall notify Parent of the appointment of a different SpinCo Services Manager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4.

Transition Services Managers. (a) Parent shall appoint RemainCo hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent designates [●] to act as its initial services manager (the “Parent RemainCo Services Manager”), who will be directly responsible for coordinating and managing the delivery of the Parent Services and shall have authority to act on Parenta Recipient’s behalf with respect to all matters relating to the provision of Services under this Agreement. The Parent RemainCo Services Manager will shall work with the personnel of the Parent Group RemainCo Entities to periodically address issues and matters raised by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from SpinCo to Parent any Recipient pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made first through the individual specified as the local services manager (the “Parent Local RemainCo Services Manager”) with respect to such Service on Schedule A , or such other individual as may be specified by the Parent RemainCo Services Manager in writing and delivered to SpinCo by email or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Managere-mail. Parent RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different Parent RemainCo Services Manager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4Manager. (b) SpinCo shall appoint hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo designates [●] to act as its initial services manager (the “SpinCo Services Manager”), who will shall be directly responsible for coordinating and managing the delivery of the Services provided by SpinCo Services and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager will shall work with the personnel of the SpinCo Group Entities to periodically address issues and matters raised by Parent RemainCo relating to this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from Parent any Recipient to SpinCo pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager”) with respect to , or such Service on Schedule B or other individual as specified by the SpinCo Services Manager in writing and delivered to Parent RemainCo by email or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Managere-mail. SpinCo shall notify Parent RemainCo in writing (email being sufficient) of the appointment of a different SpinCo Services Manager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4Manager.

Transition Services Managers. (a) Parent shall appoint hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent designates [***] to act as its initial services manager (the “Parent Services Manager”), who will shall be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on Parent’s behalf with respect to all matters relating to the provision of Services under this Agreement. The Parent Services Manager will shall work with the personnel of the Parent Group Entities to periodically address issues and matters raised by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from SpinCo to Parent pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made first through the individual specified as the local services manager (the “Parent Local Services Manager”) with respect to such Service on Schedule A , or such other individual as may be specified by the Parent Services Manager in writing and delivered to SpinCo by email or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Managere-mail. Parent shall notify SpinCo in writing (email being sufficient) of the appointment of a different Parent Services Manager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4Manager. (b) SpinCo shall appoint hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo designates [***] to act as its initial services manager (the “SpinCo Services Manager”), who will shall be directly responsible for coordinating and managing the delivery of the SpinCo Services and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager will shall work with the personnel of the SpinCo Group Entities to periodically address issues and matters raised by Parent relating to this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from Parent to SpinCo pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager”) with respect to , or such Service on Schedule B or other individual as specified by the SpinCo Services Manager in writing and delivered to Parent by email or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Managere-mail. SpinCo shall notify Parent in writing (email being sufficient) of the appointment of a different SpinCo Services Manager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4Manager.

Transition Services Managers. (a) Parent shall appoint hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent designates [•] to act as its initial services manager (the “Parent Services Manager”), who will shall be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on Parent’s behalf with respect to all matters relating to the provision of Services under this Agreement. The Parent Services Manager will shall work with the personnel of the Parent Group Entities to periodically address issues and matters raised by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from SpinCo to Parent pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made first through the individual specified as the local services manager (the “Parent Local Services Manager”) with respect to such Service on Schedule A , or such other individual as may be specified by the Parent Services Manager in writing and delivered to SpinCo by email or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Managere-mail. Parent shall notify SpinCo in writing (email being sufficient) of the appointment of a different Parent Services Manager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4Manager. (b) SpinCo shall appoint hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo designates [•] to act as its initial services manager (the “SpinCo Services Manager”), who will shall be directly responsible for coordinating and managing the delivery of the SpinCo Services and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager will shall work with the personnel of the SpinCo Group Entities to periodically address issues and matters raised by Parent relating to this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from Parent to SpinCo pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager”) with respect to , or such Service on Schedule B or other individual as specified by the SpinCo Services Manager in writing and delivered to Parent by email or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Managere-mail. SpinCo shall notify Parent in writing (email being sufficient) of the appointment of a different SpinCo Services Manager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4Manager.

Transition Services Managers. (a) Parent shall appoint RemainCo hereby appoints and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by Parent designates [***] to act as its initial services manager (the “Parent RemainCo Services Manager”), who will shall have authority to act on a Recipient’s behalf with respect to all matters relating to this Agreement. The RemainCo Services Manager shall work with the personnel of the RemainCo Entities to periodically address issues and matters raised by SpinCo relating to this Agreement. Notwithstanding the requirements of Section 10.06, all communications from SpinCo to any Recipient pursuant to this Agreement regarding routine matters involving the Services set forth in the Schedules shall be made through the RemainCo Services Manager, or such other individual as specified by the RemainCo Services Manager in writing and delivered to SpinCo by e-mail. RemainCo shall notify SpinCo in writing (email being sufficient) of the appointment of a different RemainCo Services Manager. (b) SpinCo hereby appoints and designates [***] and [***] to jointly act as its initial services managers (the “SpinCo Services Manager”), who shall be directly responsible for coordinating and managing the delivery of the Parent Services and have authority to act on Parent’s behalf with respect to matters relating to the provision of Services under this Agreement. The Parent Services Manager will work with the personnel of the Parent Group to periodically address issues and matters raised provided by SpinCo relating to the provision of Services under this Agreement. Notwithstanding the requirements of Section 9.4, all communications from SpinCo to Parent pursuant to this Agreement regarding routine matters involving a Service shall be made first through the individual specified as the local services manager (the “Parent Local Services Manager”) with respect to such Service on Schedule A or such other individual as may be specified by the Parent Services Manager in writing and delivered to SpinCo by email or facsimile transmission with receipt confirmed; provided that, if the Parent Local Services Manager is not available, communication shall thereafter be made through the Parent Services Manager. Parent shall notify SpinCo of the appointment of a different Parent Services Manager or Parent Local Services Manager(s), if necessary, in accordance with Section 9.4. (b) SpinCo shall appoint and designate a sufficiently senior individual who is employed, as of the date of such appointment and designation, by SpinCo to act as its initial services manager (the “SpinCo Services Manager”), who will be directly responsible for coordinating and managing the delivery of the SpinCo Services and have authority to act on SpinCo’s behalf with respect to all matters relating to this Agreement. The SpinCo Services Manager will shall work with the personnel of the SpinCo Group Entities to periodically address issues and matters raised by Parent RemainCo relating to this Agreement. Notwithstanding the requirements of Section 9.410.06, all communications from Parent any Recipient to SpinCo pursuant to this Agreement regarding routine matters involving a Service the Services set forth in the Schedules shall be made through the individual specified as the local services manager (the “SpinCo Local Services Manager”) with respect to , or such Service on Schedule B or other individual as specified by the SpinCo Services Manager in writing and delivered to Parent RemainCo by email or facsimile transmission with receipt confirmed; provided that if the SpinCo Local Services Manager is not available, communication shall thereafter be made through the SpinCo Services Managere-mail. SpinCo shall notify Parent RemainCo in writing (email being sufficient) of the appointment of a different SpinCo Services Manager or SpinCo Local Services Manager(s), if necessary, in accordance with Section 9.4Manager.