Common use of Transitional Services Clause in Contracts

Transitional Services. 15.1 The Seller and the Purchaser will cooperate and act in good faith to identify activities requiring the provision of transitional services after the Completion Date and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates to receive such services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required by the Purchaser.

Transitional Services. 15.1 The Seller (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the Purchaser will cooperate other and act its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith to identify activities requiring the provision of transitional services after the Completion Date by Comcast and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary TWC to allow each such party and its Affiliates to receive such for transition of existing services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope or establishment of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date;replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for such time as required a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the recipient of those services to enable that recipient reasonably to migrate to another provider;Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to be provided in accordance with Law; andboth Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the "Transition Closing") to be held as soon as reasonably practicable after such termination, subject to any change the receipt of the consents and approvals referred to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs last sentence of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreementsthis Section 6.8(d), each of Seller Comcast and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provideTW NY shall, and shall procure cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that each member of comprise the Retained Group providesSpecified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, Purchaser(ii) cause such Disregarded Entity to assume and agree to pay and discharge, its Affiliates as and their professional advisers with when they come due, all Adelphia Assumed Liabilities primarily related to such access Adelphia Assets and (iii) sell to their premises, systems, personnel TW NY and records (including information and data relating to the performance and costing of servicesComcast respectively, and the achievement each of service levels) as Purchaser may reasonably require in order to understand TWC and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, the Seller Comcast will purchase from Comcast and Purchaser shall act in good faith to negotiate and agree TWC (with effect from the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required by the Purchaser.or their respective Affiliates),

Transitional Services. 15.1 The (a) Subject to Sections 5.5(a) and (b), for a period of 60 days following the Closing Date, the Seller shall provide and furnish to the Purchaser will cooperate Buyer, as and act in good faith to identify activities requiring when reasonably requested by the Buyer, the following services and functions (the "Transitional Services"): (i) the provision of transitional legal, tax and accounting support services, human resources and employee benefits management services, and billing and collection of accounts receivable services; (ii) hosting and maintenance of the Technology Business Equipment (including computer servicers), and all reasonable assistance for the relocation of the Technology Business Equipment (including computer servicers), to the Buyer's facilities as promptly as practicable following the Closing; and (iii) assistance in connection with the orderly transition of the Transferred Intellectual Property and the customers of the Technology Business to the Buyer. (b) The parties acknowledge and agree that the Transitional Services are intended to permit the Buyer to operate and conduct the Technology Business in the ordinary course following the Closing and, accordingly, (i) the scope and extent of the Transitional Services provided and furnished by the Seller shall be similar to the scope and extent of such services after and functions provided by the Completion Date and Seller to negotiate and agree, the Technology Business prior to the Completion Date Closing, (ii) except as otherwise agreed by the parties in writing, the Seller shall not be required to hire or retain any personnel solely for the purpose of providing Transitional Services, and on arm’s(iii) the Seller shall not be required to provide any Transitional Services the provision of which interferes in any material respect with operations of the Seller's continuing businesses. The Buyer may, at any time and at its discretion, direct the Seller to discontinue or reduce the extent of any particular Transitional Service provided or furnished by the Seller pursuant to this Section 5.5. The Seller shall provide and furnish the Transitional Services as an independent contractor and in accordance with the Seller's own standards and in compliance with Applicable Laws. (c) The Buyer shall reimburse the Seller for all its reasonable out-length termsof-pocket expenses incurred in the provision of Transitional Services, such transitional services agreement or agreements as may be necessary excluding salaries of and compensation to allow each such party and its Affiliates to receive such services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by employees of the Seller and the Purchaser: overhead and general, selling and administrative expenses of the Seller; provided that (ai) the scope Seller shall have received the consent of services shall, save as may otherwise be agreed, be the Buyer to any expense in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months excess of $5,000 prior to the Signing Date; incurrence thereof (b) and if the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member Buyer does not exercise such right. 15.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, grant its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s requestconsent, the Seller shall not be required to provide or furnish the applicable Transitional Service), and Purchaser (ii) the Buyer shall act in good faith to negotiate reimburse the Seller for all its compensation expenses (including salary, bonus, benefits and agree (with effect from other payroll costs) for the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required personnel retained by the PurchaserSeller at the written request of the Buyer solely for the purpose of providing Transitional Services. The Seller shall invoice all amounts owed by the Buyer under this Section 5.5 not more frequently than monthly and not less frequently than quarterly. The Buyer shall pay all such invoices within ten days following their receipt.

Transitional Services. 15.1 12.1 The Seller and the Purchaser will use reasonable best efforts and cooperate and act in good faith to identify activities requiring the provision of mutually agree on any necessary or appropriate transitional services to be provided to the Company Group Members by the Parent and its Affiliates after the Initial Completion Date and to negotiate in good faith and agree, prior to the Initial Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates the Company Group Members to receive such services from the other party Parent and its Affiliates after the Initial Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the recipient of those services Company Group Member to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations authorizations and approvals necessary for the services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 12.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology including information technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Company Group to the Retained Group, on the other hand, during the 12 months immediately proceeding preceding Initial Completion shall continue to be provided to the AIA Group and the Retained Company Group, respectively, after Initial Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Company Group and the Retained Group, respectively, at the Signing Date. 15.3 12.3 Where a Connected Related Party Agreement Contract gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such rightright except as set forth in Schedule 12.3 of the Disclosure Letter. 15.4 12.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Related Party AgreementContract. 15.5 12.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Initial Completion Date) such amendments to any Connected Related Party Contract (other than the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust, the Litigation Agreement and any other Transaction Agreement) as may be reasonably required by the Purchaser. 12.6 For the avoidance of doubt, the servicing agreements for Castle 2003-1 Trust and Castle 2003-2 Trust shall not terminate as a consequence of the Initial Completion or the Subsequent Completion, if applicable.

Transitional Services. 15.1 (a) The Seller and must procure that each applicable Seller Group Member provides the Purchaser will cooperate and act in good faith to identify activities requiring the provision of transitional services after the Completion Date and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates to receive such services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the PurchaserBuyer with: (ai) access to each of the Key Personnel to perform the relevant Transitional Services subject to and in accordance with the provisions set out in Schedule 13; and (ii) such other Transitional Services as are reasonably requested by the Buyer from time to time during a term from the date of Completion until 30 June 2020, such services to be provided without charge during this period (other than with respect to any relevant Third Party supplier costs, which will be passed through without ▇▇▇▇-up or any overhead charge or fee whatsoever, subject to the provision to the Buyer of a valid Tax Invoice and reasonable supporting documentation in respect of such costs). The Seller is not required to provide any Transitional Services under this deed to the extent that the supply of such services exceeds the level, scope and/or volume of services shall, save as may otherwise that were being provided (or procured to be agreed, be provided) by or on behalf of Newmont Services (including by any other Seller Group Member) in all material respects respect of the same as those provided as at Gold Operations during the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in period of six months immediately before the twelve months prior to the Signing Date;date of this deed. (b) the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider;The Buyer acknowledges and agrees that: (ci) the Seller and each relevant Seller Group Member is not in the Purchaser business of providing the Transitional Services on a commercial arm’s length basis; (ii) the Transitional Services are not bespoke services and the Seller assumes no responsibility to ensure that the Transitional Services meet the specific requirements of the Buyer; (iii) the Seller is not obliged to provide, or procure the supply of, Transitional Services to the extent that (A) neither the Seller nor any other Seller Group Member have the assets or rights to enable such Transitional Services to be supplied; or (B) provision of the Transitional Services will or is reasonably likely to result in a breach of any agreement with any Third Party or any law; (iv) it shall cooperate reasonably and in good faith with a view the Seller and provide any assistance reasonably requested by the Seller to procuring all third party, governmental the extent reasonably necessary to allow the Seller to supply the Transitional Services and regulatory consents, authorisations and approvals necessary for to allow the services Seller to be provided discharge its obligations in accordance with Lawrespect of the Transitional Services under this deed; and (dv) subject to any change to the services agreed between maximum extent permitted by law, all terms (other than as set out in this clause 6.11), conditions and warranties expressed or implied by any regulation, common law, equity, trade, custom or usage in connection with the supply or quality of Transitional Services provided under this deed or otherwise are expressly excluded and the liability of the Seller and in respect of the Purchaser and Transitional Services is limited to any reasonably and proportionate pass(at the Seller’s election): (A) supplying or re-through supplying the Transitional Services; or (B) payment of any increases in the costs cost of third parties used to provide having the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into Transitional Services supplied by a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, Third Party on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Dateset out in this clause 6.11. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required by the Purchaser.

Transitional Services. 15.1 The Seller (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the Purchaser will cooperate other and act its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith to identify activities requiring the provision of transitional services after the Completion Date by Comcast and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary TWC to allow each such party and its Affiliates to receive such for transition of existing services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope or establishment of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date;replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for such time as required a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the recipient of those services to enable that recipient reasonably to migrate to another provider;Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) [The]Except as otherwise agreed in writing, the Seller and recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to be provided in accordance with Law; andboth Comcast and TWC, and subject to applicable Legal Requirements. (d) subject to any change to If this Agreement is terminated in accordance with Section 9.1, at a closing (the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services“Transition Closing”) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including held as to scope, standard and pricing) soon as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of services, and the achievement of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, the Seller and Purchaser shall act in good faith to negotiate and agree (with effect from the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required by the Purchaser.practicable

Transitional Services. 15.1 The Seller and 14.1 Subject to payment of the Purchaser will cooperate and act Service Charges in good faith to identify activities requiring respect of the Ferraris Services by the Purchaser, the Vendor shall provide, or procure the provision of transitional services of, the Ferraris Services to the Target Group for a period ending on the date falling three months after the Completion Date and to negotiate and agree, prior for the purpose of providing continuity of the services provided by the Vendor to the Completion Date Target Group as at the date of Completion. To the extent that any service required to ensure such continuity does not comprise the Ferraris Services or to the extent such service does comprise the Ferraris Services beyond the three month period referred to above (including in particular the DOC Control System Master Control Services), the Parties shall negotiate in good faith with a view to agreeing the nature of such additional services to be provided, and on arm’s-length terms, such transitional services agreement or agreements as may be necessary to allow each such party and its Affiliates to receive the Parties agree that such services (to the extent and only to the extent that they ensure continuity of such services), once agreed shall be provided at cost. 14.2 The Vendor shall provide the Purchaser with a calculation of the Service Charges in respect of the Ferraris Services for each month and a valid VAT invoice in relation thereto within ten Business Days of the end of that month, and the Purchaser shall pay such Service Charges without any deduction, set off or counterclaim within fifteen Business days of the date of such invoice. 14.3 Invoices in respect of the Ferraris Services shall be sent to ▇▇▇▇▇ ▇▇▇▇▇▇▇ (Finance Director of Spacelabs Healthcare, Issaquah, Washington) at the Purchaser and shall be in the format agreed by the Parties from time to time, or, if no form is agreed by the other party and its Affiliates parties, in the form reasonably prescribed by the Vendor from time to time. 14.4 Subject to payment of the Service Charges in respect of the Target Group Services by the Vendor, the Purchaser shall provide, or procure the provision of, the Target Group Services to the Continuing Vendor Group for a period ending on the date falling three months after the Completion Date on for the following terms, together with such other terms as may be agreed upon purpose of providing continuity of the services provided by the Seller and Target Group to the Purchaser: (a) the scope of services shall, save as may otherwise be agreed, be in all material respects the same as those provided Vendor as at the Signing Datedate of Completion. To the extent that any service required to ensure such continuity does not comprise the Target Group Services, and the Parties shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided negotiate in the twelve months prior to the Signing Date; (b) the services shall be provided for such time as required by the recipient of those services to enable that recipient reasonably to migrate to another provider; (c) the Seller and the Purchaser shall cooperate good faith with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary for agreeing the nature of such additional services to be provided in accordance with Law; and (d) subject to any change to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreements, each of Seller and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provide, and shall procure that each member of the Retained Group provides, Purchaser, its Affiliates and their professional advisers with such access to their premises, systems, personnel and records (including information and data relating to the performance and costing of servicesprovided, and the achievement Parties agree that such services (to the extent and only to the extent that they ensure continuity of service levels) as Purchaser may reasonably require in order to understand and assess the terms of any Connected Party Agreementsuch services), once agreed shall be provided at cost. 15.5 At the Purchaser’s request, the Seller and 14.5 The Purchaser shall act provide the Vendor with a calculation of the Target Group Service Charges in good faith respect of the Target Group Services for each month and a valid VAT invoice in relation thereto within ten Business Days of the end of that month, and the Vendor shall pay such Target Group Service Charges without any deduction, set off or counterclaim within fifteen Business days of the date of such invoice. 14.6 Invoices in respect of the Target Group Services shall be sent to negotiate the Vendor marked for the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and agree (with effect from shall be in the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required format agreed by the PurchaserParties from time to time, or, no form is agreed by the parties, in the form prescribed by the Purchaser from time to time.

Transitional Services. 15.1 The Seller (a) Each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the Purchaser will cooperate other and act its Affiliates, upon written request received by Comcast or TWC, as applicable, such signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with the operation of the Native Systems, the Adelphia Systems and any other assets or properties acquired from Adelphia pursuant to the Adelphia Agreements, as applicable, for a commercially reasonable period following the Closing to be mutually agreed upon in good faith to identify activities requiring the provision of transitional services after the Completion Date by Comcast and to negotiate and agree, prior to the Completion Date and on arm’s-length terms, such transitional services agreement or agreements as may be necessary TWC to allow each such party and its Affiliates to receive such for transition of existing services from the other party and its Affiliates after the Completion Date on the following terms, together with such other terms as may be agreed upon by the Seller and the Purchaser: (a) the scope or establishment of services shall, save as may otherwise be agreed, be in all material respects the same as those provided as at the Signing Date, and shall be provided using reasonable skill and care and to a standard no less than that to which those services were provided in the twelve months prior to the Signing Date;replacement services. (b) Without limitation of Section 6.8(a), if the Closing does not occur on the date of the Adelphia Closing, each of Comcast and TWC shall provide, or cause its Affiliates to provide, to the other and its Affiliates, signal supply, subscriber billing, high speed data, telephony and such other non-management services as may be reasonably requested in connection with any assets or properties acquired from Adelphia pursuant to the Comcast/Adelphia Purchase Agreement or the TWC/Adelphia Purchase Agreement, as the case may be. The services referred to in this Section 6.8(b) shall be provided from the Adelphia Closing until the Closing or, if this Agreement is terminated in accordance with its terms, for such time as required a commercially reasonable period to be mutually agreed upon in good faith by TWC and Comcast to allow for transition of existing services or establishment of replacement services (with respect to the recipient of those services to enable that recipient reasonably to migrate to another provider;Specified Systems, until the Transition Closing, and, if requested, a commercially reasonable period thereafter). (c) The recipient of any services referred to in Section 6.8(a) or (b) shall promptly reimburse the Seller and the Purchaser shall cooperate with a view to procuring all third party, governmental and regulatory consents, authorisations and approvals necessary provider thereof for the actual out-of-pocket cost to such provider and its Affiliates of providing such services, and all other terms and conditions for the provision of such services shall be reasonably satisfactory to be provided in accordance with Law; andboth Comcast and TWC, and subject to applicable Legal Requirements. (d) If this Agreement is terminated in accordance with Section 9.1, at a closing (the “Transition Closing”) to be held as soon as reasonably practicable after such termination, subject to any change the receipt of the consents and approvals referred to the services agreed between the Seller and the Purchaser and to any reasonably and proportionate pass-through of any increases in the costs last sentence of third parties used to provide the services, the charging basis for such services shall in all material respects be the same as the charging basis for those services in twelve months prior to the Signing Date. 15.2 Until Seller and Purchaser enter into a transitional services agreement or agreementsthis Section 6.8(d), each of Seller Comcast and Purchaser shall procure that all services (including, without limitation, Information Technology services) provided by the Retained Group to the AIA Group, on the one hand, and by the AIA Group to the Retained Group, on the other hand, during the 12 months immediately proceeding Completion shall continue to be provided to the AIA Group and the Retained Group, respectively, after Completion on the same terms (including as to scope, standard and pricing) as such services were provided to the AIA Group and the Retained Group, respectively, at the Signing Date. 15.3 Where a Connected Party Agreement gives any member of the Retained Group the right to terminate or vary in any way that agreement as a result of the entering into or performance of any of the Transaction Agreements or the transactions contemplated by this Agreement, the Parent and Seller shall procure that such member does not exercise such right. 15.4 Parent and Seller shall provideTW NY shall, and shall procure cause their respective Affiliates to (i) assign, transfer, convey and deliver the Adelphia Assets received by it (and them) at the Adelphia Closing that each member of comprise the Retained Group providesSpecified Systems (as defined below) (and all Adelphia Assets primarily related thereto) to a Disregarded Entity, Purchaser(ii) cause such Disregarded Entity to assume and agree to pay and discharge, its Affiliates as and their professional advisers with when they come due, all Adelphia Assumed Liabilities primarily related to such access Adelphia Assets and (iii) sell to their premises, systems, personnel TW NY and records (including information and data relating to the performance and costing of servicesComcast respectively, and the achievement each of service levels) as Purchaser may reasonably require in order to understand TWC and assess the terms of any Connected Party Agreement. 15.5 At the Purchaser’s request, the Seller Comcast will purchase from Comcast and Purchaser shall act in good faith to negotiate and agree TWC (with effect from the Completion Date) such amendments to any Connected Party Agreement as may be reasonably required by the Purchaser.or their respective Affiliates),