Common use of General Standard of Service Clause in Contracts

General Standard of Service. Except as otherwise agreed by the Parties in writing or expressly provided in this Agreement, Service Provider agrees that the nature, quality and standard of care applicable to the delivery of the Services hereunder shall be substantially the same as that of the Services which Service Provider generally provides from time to time, now or in the future, to its Subsidiaries and Affiliates. Without limiting the foregoing, the Services shall be performed in a good, workmanlike, professional and conscientious manner by experienced and qualified employees of Service Provider or any other Service Provider Party according to the generally accepted standards of the industry to which the Services pertain. Subject to the terms and conditions herein, Service Provider shall not be responsible for any inability to provide the Services or any delay in doing so to the extent that such inability or delay is the result of the failure of VS to timely provide the information, access or other cooperation necessary for Service Provider to provide the Services hereunder. Service Provider’s obligation to cause the Services to be provided in accordance with the standards set forth in this Section 4.01 shall be subject to Service Provider’s right to supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by Service Provider, or as required by Applicable Law. Service Provider shall use reasonable best efforts to inform VS in writing as soon as practicable, but in any event at least thirty (30) days in advance, of any significant change it proposes to undertake with respect to the Services provided to VS hereunder which would result in a material increase in the cost of the Services to VS or a change that would diminish the nature or quality of the Services provided to VS hereunder, and in the event VS reasonably objects thereto, the Parties shall work together to equitably resolve such objection. Except as otherwise provided in this Agreement, the Parties acknowledge and agree that the management of and control over the provision of the Services (including, without limitation, the determination or designation at any time of the assets, equipment, employees and other resources of Service Provider to be used in connection with providing the Services) shall reside exclusively with Service Provider. In addition, all labor matters relating to any employees of Service Provider (including, without limitation, any employees of any related entity involved in the provision of Services to VS) shall be within the exclusive control and responsibility of Service Provider, and VS shall not be entitled to take any action affecting such matters.

General Standard of Service. (a) Except as otherwise agreed by with the Parties in writing Company or expressly provided set forth in this Agreement, Service Provider Seller agrees that the naturelevels and degrees, quality as the case may be, of diligence, priority, frequency, volume, amount, detail, quality, timeliness, and standard of care ("STANDARD OF SERVICE") applicable to the delivery of the Services hereunder shall be substantially the same as that of the Services which Service Provider generally provides from time to timeset forth on Schedule 2.03, now or in the futureif not so specified on Schedule 2.03, to its Subsidiaries and Affiliates. Without limiting the foregoing, the Services shall be performed in a good, workmanlike, professional and conscientious manner by experienced and qualified employees of Service Provider or any other Service Provider Party according to the generally accepted standards of the industry to which the Services pertain. Subject to the terms and conditions herein, Service Provider shall not be responsible for any inability to provide the Services or any delay in doing so to the extent that such inability or delay is the result of the failure of VS to timely provide the information, access or other cooperation necessary for Service Provider to provide the Services hereunder. Service Provider’s obligation to cause the Services to be provided in accordance with the standards set forth in this Section 4.01 shall be subject to Service Provider’s right to supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by Service Provider, or as required by Applicable Law. Service Provider shall use reasonable best efforts to inform VS in writing as soon as practicable, but in any event at least thirty (30) days in advance, of any significant change it proposes to undertake materially less favorable than those applicable with respect to the Services which Seller provided to VS the Core Business as of January 1, 2005, or, for Services introduced after January 1, 2005, the standards of service applicable to such Service, taking into account the open staff positions that have not been filled in expectation of entering into the Transactions, IT BEING UNDERSTOOD, for the avoidance of doubt, that Seller's obligations hereunder which would result shall not vary whether the Services are provided to the Company, any Affiliate, auditor or actuarial consultant of the Company or the Post Closing Administrator or, with the consent of the Seller, such consent not to be unreasonably withheld, conditioned or delayed, to any third Person designated by the Company to receive such Services. Notwithstanding the foregoing, in a the event of any material increase in the cost volumes of required Services due to extraordinary events, such as significant economic or industry changes or other one-time non-recurring events beyond the control of the Services to VS or a change that would diminish Company, and the nature or quality entering into and/or consummation of the Services provided to VS hereunder, and in the event VS reasonably objects theretoTransactions, the Parties Standard of Service for the affected Service shall work together be reasonably adjusted to equitably resolve reflect such objectionmaterial increase in volume, but only to the extent and for the period of such material increase; PROVIDED that Seller shall use its reasonable efforts consistent with past practices to accommodate such increase in volume. Except as otherwise provided in Subject to Seller's express obligations under this AgreementAgreement and for the Company's ultimate control over the operation of its business, the Parties acknowledge and agree that the management of and control over the provision of the Services (includingshall reside solely with Seller. Unless otherwise set forth in the SPA or any of the Ancillary Agreements, without limitation, limiting the determination or designation at any time generality of the assets, equipment, employees and other resources of Service Provider to be used in connection with providing the Services) shall reside exclusively with Service Provider. In additionforegoing, all labor matters relating to any employees of Service Provider (includingSeller and such Seller Subcontractors as may be applicable, without limitation, any employees of any related entity involved in the provision of Services to VS) shall be within the exclusive control and responsibility of Service ProviderSeller or such Seller Subcontractor, and VS none of the Company or any of its Subsidiaries or Buyer or any of its Subsidiaries shall not be entitled to take any action affecting such matters. Other than in each case with respect to any of Seller, its Affiliates and Seller Subcontractors, all labor matters relating to the employees of the Company shall be within the exclusive control of the Company, and the Company shall be solely responsible for the management of any and all such employees and any vendors, agents, servants, consultants or other representatives of the Company, including the Post Closing Administrator. (b) If the Services involve application of the Company's underwriting, claims, tax qualification or similar policies in its performance of the Services, Seller shall abide by such policies utilized by Seller in connection with the Core Business immediately prior to the Closing Date and by any modifications thereto, communicated in writing to Seller with reasonably sufficient time to implement and apply the same; PROVIDED that the Company shall be responsible for any and all incremental costs associated with such modified policies if and to the extent that such policies shall differ from the policies utilized by Seller in connection with the Core Business immediately prior to the Closing. The Company acknowledges that Seller may perform claims and reinstatement and other activities according to past practices and guidelines provided by the Company, but that except as set forth in the SPA and in this Agreement, Seller and its Affiliates assume no risk or responsibility for the Company's underwriting, claims decisions, claims payment, reinsurance recovery or claims recovery. Subject to the foregoing, the Company shall make all underwriting and claims decisions and shall be fully responsible for same.

General Standard of Service. Except as otherwise agreed by the Parties in writing or expressly provided in this Agreement, Service Provider agrees that the nature, quality and standard of care applicable to the delivery of the Services hereunder shall be substantially the same as that of the Services which Service Provider generally provides from time to time, now or in the future, to its Subsidiaries and Affiliates. Without limiting the foregoing, the Services shall be performed in a good, workmanlike, professional and conscientious manner by experienced and qualified employees of Service Provider or any other Service Provider Party according to the generally accepted standards of the industry to which the Services pertain. Subject to the terms and conditions herein, Service Provider shall not be responsible for any inability to provide the Services or any delay in doing so to the extent that such inability or delay is the result of the failure of VS to timely provide the information, access or other cooperation necessary for Service Provider to provide the Services hereunder. Service Provider’s obligation to cause the Services to be provided in accordance with the standards set forth in this Section 4.01 shall be subject to Service Provider’s right to supplement, modify, substitute or otherwise alter any of the Services from time to time in a manner that is generally consistent with supplements, modifications, substitutions or alterations made for similar services provided or otherwise made available by Service Provider, or as required by Applicable Law. Service Provider shall use reasonable best efforts to inform VS in writing as soon as practicable, but in any event at least thirty (30) days in advance, of any significant change it proposes to undertake with respect to the Services provided to VS hereunder which would result in a material increase in the cost of the Services to VS or a change that would diminish the nature or quality of the Services provided to VS hereunder, and in the event VS reasonably objects thereto, the Parties shall work together to equitably resolve such objection. Except as otherwise provided in this Agreement, the Parties acknowledge and agree that the management of and control over the provision of the Services (including, without limitation, the determination or designation at any time of the assets, equipment, employees and other resources of Service Provider to be used in connection with providing the Services) shall reside exclusively with Service Provider. In addition, all labor matters relating to any employees of Service Provider (including, without limitation, any employees of any related entity involved in the provision of Services to VS) shall be within the exclusive control and responsibility of Service Provider, and VS shall not be entitled to take any action affecting such matters.