The Parties shall negotiate in good faith to agree and enter into additional transitional services schedules to be added to the Transitional Services Agreement to further specify and govern the provision of such transitional service." If and to the extent a relevant transitional service to carry on the Perimeter Change I Business owed pursuant to Clause 2.3 above is not provided as at Closing and cannot reasonably be provided by a Target Company without incurring additional costs in excess of those referred to in clause 2.3(c), Sellers shall, and shall procure that the members of the relevant Seller's Group will, provide such transitional service to the relevant Target Company without undue delay and pursuant to the cost provisions under clause 2.3(c) until the earlier of (i) the relevant Target Company having, using reasonable endeavours, replaced the respective service and (ii) the end of a period of fifteen (15) months after the Closing (or such other period as agreed in writing between the respective Seller and the Purchaser. Sellers shall indemnify and hold the relevant Target Company harmless from and against any (A) liabilities relating to the Helium Contract Iwatani and rent liabilities under the Enid Lease Agreement, in each case relating to the period prior to the Financial Closing Date, (B) liabilities relating to such parts of the Helium Contract Iwatani which are not to be transferred pursuant to this 1 st Amendment, (C) claims of customers for the return of consideration paid under the Helium Contract Iwatani or other liabilities resulting from forwarding, as the case may be, of claims and proceeds according to Section 3.2(b)(iii) below, and (D) losses or costs and expenses which the Purchaser or the relevant Target Company may suffer or incur by reason of taking any reasonable action to avoid, resist or defend against any liabilities as per item (i) or (ii), in each case (A) through (C), if and to the extent such claims, liabilities, losses, costs and expenses have not been reflected in the Closing Statement The Sellers shall assign, or shall procure the assignment of, the Perimeter Change I Contracts (including the Helium Contract Iwatani as set out in Section 2.2(l) and Schedule 16 of the SPA) with all rights and obligations relating to the period as from the Financial Closing Date but without any claims, obligation or liabilities (particularly no inventories, trade payables or trade receivables) relating to the period prior to the Financial Closing Date or relating to the parts of the helium product supply agreement between Praxair, Inc., as seller, and Iwatani Corporation, as buyer, effective as of 1 February 2012, as amended from time to time prior to signing of the 1st Amendment, that are not included in the Helium Contract Iwatani to Linde North America Inc., Linde LLC (or to another Target Company as agreed between the Parties) as of the Financial Closing Date subject to ( under the condition precedent of ) the necessary third party consents having been obtained in accordance with the provisions below with respect to the transfer of the Helium Contract Iwatani the transfer documentation shall follow substantially the form of transfer agreement attached as Schedule 20 to the SPA it being understood that the documentation concerning the transfers of the Perimeter Change I Contracts shall be part of the Definition of "Carve Out Agreements"
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