in Section 16.1 hereto.
"Surviving Corporation" has the meaning set forth in the preamble hereto.
"Team Leader" has the meaning set forth in Section 4.1(a) hereto.
"Termination Schedule" has the meaning set forth in Section 4.1(a) hereto.
"Tax" has the meaning set forth in the Merger Agreement.
"Third Party Claim" has the meaning set forth in Section 16.4(a).
"Third-Party Contractors" has the meaning set forth in Section 10.1 hereto.
"Third-Party Intellectual Property" has the meaning set forth in the Merger
Agreement.
"Third-Party Vendor Costs" has the meaning set forth in Section 2.2 hereto.
"Third-Party Vendors" has the meaning set forth in Section 2.2 hereto.
"Transition Service" has the meaning set forth in Section 2.1 hereto.
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"Unit-Based Service Fee" has the meaning set forth in Section 2.1(d) hereto
ARTICLE II
TRANSITION SERVICES
2.1
TRANSITION SERVICES AND FEES.
(A)
FOLLOWING THE CLOSING, AND SUBJECT TO THE TERMS AND CONDITIONS HEREOF,
SUPPLIER SHALL ARRANGE FOR, PROCURE, AGGREGATE AND OTHERWISE CAUSE ITS
AFFILIATES AND THEIR EMPLOYEES TO PROVIDE TO THE BUYERS FOR USE IN THE SPINCO
BUSINESS DURING THE TERM HEREOF THE SERVICES LISTED ON SCHEDULE A (COLLECTIVELY
"SCHEDULE A SERVICES" AND EACH SERVICE A "SCHEDULE A SERVICE"), THE SERVICES
LISTED ON SCHEDULE C (COLLECTIVELY, THE SCHEDULE C SERVICES" AND EACH SERVICE, A
"SCHEDULE C SERVICE") AND THE SERVICES LISTED ON SCHEDULE D (COLLECTIVELY THE
"SCHEDULE D SERVICES" AND EACH SERVICE A "SCHEDULE D SERVICE") THE SCHEDULE A
SERVICES, SCHEDULE C SERVICES AND THE SCHEDULE D SERVICES
(COLLECTIVELY, THE
"TRANSITION SERVICES" AND EACH SERVICE, A "TRANSITION SERVICE").
EACH OF
SCHEDULE A, SCHEDULE C
AND
SCHEDULE D INCLUDES, FOR EACH TRANSITION SERVICE,
(I) A DESCRIPTION OF THE SERVICE (OR GROUP OF RELATED SERVICES) TO BE PERFORMED
AND (II) SIGNIFICANT PERFORMANCE REQUIREMENTS OF SUPPLIER OR ITS AFFILIATES AND
BUYERS AND OTHER SPECIAL TERMS AND CONDITIONS RELATING DIRECTLY TO THE SERVICES
TO BE PERFORMED.
(B)
THE SCHEDULE A SERVICES SHALL BE PROVIDED FOR THE FOLLOWING MONTHLY FEE
(EACH A "SCHEDULE A FEE"):
For the first eight months after the closing Date:
$14,200,000 per month
For each month beginning in the ninth month after closing
$500,000 less than for the prior month
For the thirteenth month
$14,700,000 per month
For each month following the thirteenth month until termination of the Schedule
A Services
$500,000 more than the amount paid with respect to the prior month, provided
that no increase shall occur after 60 calendar days after the Notice Effective
Date with respect to early termination pursuant to Section 13.3, 13.4 or 13.5
hereof.
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FOR EXAMPLE, IN THE TENTH MONTH, THE SCHEDULE A FEE SHALL BE $13,200,000 AND IN
THE FOURTEENTH MONTH THE SCHEDULE A FEE SHALL BE $15,200,000.
THE SCHEDULE A
FEE IS EXCLUSIVE OF ANY TAXES, WHICH SHALL BE ALLOCATED AS PROVIDED IN ARTICLE
XVII.
(C)
THE SCHEDULE C SERVICES SHALL BE PROVIDED FOR THE FEES DESCRIBED
IN SCHEDULE C (THE "SCHEDULE C FEES"), STATED AS A MONTHLY FIXED PAYMENT (A
"FIXED MONTHLY SERVICE FEE").
THE SCHEDULE C FEES ARE EXCLUSIVE OF ANY