Except as otherwise set forth in this Agreement, SHMC does not assume any responsibility under this Agreement other than to render the Services in Good Faith, without SHMC will provide SHO with such information as is reasonably necessary to assist SHO with such transition.ġ.04 Standard of Care. Prior to the completion of the Service Period.
Stockholding Change, at least quarterly, throughout the Service Period, SHO will provide SHMC with current information and reasonable assistance concerning SHOs plans for transitioning the performance of all Services to SHO or its designees At least semi-annually, and in the event of a Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of SHOs internal business.ġ.03 Transition Plan.
SHO will not resell any Services, provide the vendors) may be listed on Appendix 1.01-A), if SHMC is making similar changes in performing or the performance of the same or substantially similar services for itself or its Affiliates. Will be no material change in the scope or level of, or use by, SHO of Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties andĪdjustments, if any, to the charges for such Services provided, however, SHMC may make changes from time to time in the manner of performing Services, notwithstanding that specific third party contractors (at times referred to as Except as otherwise provided in Section 1.01 or this Section 1.02, there Partys Contact Person (as provided for in Section 1.10 below), and the Parties will work together to address such services and respective pricing in an Amendment to this Agreement.ġ.02 Quantity and Nature of Service. If a Party identifies such a Service, it will notify the other SHO after the Effective Date and that after the Effective Date constitute Services will be governed by this Agreement even if such services are not described on Appendix 1.01-A. All services that were provided prior to the Effective Date to the businesses operated by The calendar day that becomes the Effective Date will be inserted on Appendix 1.01-B after the Effective Date has occurred.
PLANOGRAM RESET FULL
(Central Time) on the last day of the 66 th full Specified in the Separation Agreement (the Separation Agreement) to be executed and delivered by SHO and SHLD (the date on which the Rights Closing Effective Time occurs, the Effective Date) and continuing untilĥ:00 p.m. Service Period means the period commencing immediately following the Rights Closing Effective Time On Appendix 1.01-A to the extent not prohibited by Applicable Law (together, the Services). During the Service Period SHMC will provide to SHO the services described SHMC and SHOĮach are sometimes referred to as a Party and together sometimes are referred to as the Parties. Section 6.16 of this Agreement, which begins on page 13, includes a glossary of defined terms used in thisįor good and valuable consideration, the receipt of which SHMC and SHO acknowledge, SHMC and SHO agree as follows:ġ.01 Services to be Provided. Agreement) is between Sears Holdings Management Corporation, a Delaware corporation ( SHMC), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation ( SHO). STORE LEVEL LABOR PLANNING AND STAFFING SUPPORT PAYMENT CLEARING AND RELATED FINANCIAL SERVICES Governing Law Jurisdiction Waiver of Jury Trial.ĮMPLOYEE COMMISSION ADMINISTRATION SUPPORT SERVICES Services Operating Committee Dispute Resolution Mediation.Ĭondition Precedent to the Effectiveness of this Agreement. Third-Party Contractor Confidentiality Terms.ĪRTICLE V. Termination of an Individual Service by SHMC. Termination of an Individual Service for Convenience by SHO.
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