Level of Transition Services. (a) Each party, in its capacity as a Provider, shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own account as of the date of this Agreement, with priority equal to that provided to its own businesses or those of any of its Affiliates, Subsidiaries or divisions. Nothing in this Agreement shall require any party, in its capacity as a Provider, to favor the businesses of any Recipient over its own businesses or those of any of its Affiliates, Subsidiaries or divisions.
Level of Transition Services. (a) The Provider shall perform the Transition Services for which it is responsible hereunder following commonly accepted standards of care in the industry and exercising the same degree of care as it exercises in performing the same or similar services for its own account as of the date of this Agreement, with priority equal to that provided to its own businesses or those of any of its Affiliates, Subsidiaries or divisions. Nothing in this Agreement shall require the Provider to favor the businesses of any Recipient over its own businesses or those of any of its Affiliates, Subsidiaries or divisions.
Level of Transition Services. (a) Recipient acknowledges and agrees that Provider is not in the business of providing services to third parties and is entering into this Agreement only in connection with the Separation and Distribution Agreement. Provider shall, and shall cause each of its Representatives to, provide the Transition Services with substantially the same degree of skill, quality and standard of care as that utilized by Provider (or its Affiliates) to perform similar activities in the six (6) month period (or twelve (12) month period solely with respect to activities that are customarily performed on an annual basis) prior to the Effective Date, and, in any event, no less than with commercially reasonable care and diligence (collectively, the “Services Standard”). Under no circumstances shall Provider or any of its Representatives be held accountable to a greater standard of care, efforts or skill than the Services Standard in the performance of the Transition Services. Recipient acknowledges and agrees that (i) the Transition Services do not include the exercise of business judgment or general management for Provider and (ii) NEITHER PROVIDER NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE TRANSITION SERVICES.
Level of Transition Services. (a) Unless otherwise specifically set forth in Annex A, Motorola will perform the Transition Services in the manner and at a level of service substantially similar to that provided by Motorola to SPS during the period immediately prior to the date hereof; provided, however, that nothing in this Agreement will require Motorola to favor the Company over its other business operations.
Level of Transition Services. (a) The Transition Services shall be of substantially the same type, quality and utilization levels as such services had been provided by the Provider before the consummation of the transactions contemplated by the Asset Purchase Agreement and shall be provided with a reasonable degree of care and diligence.
Level of Transition Services. (a) Unless otherwise specifically set forth in Annex A, SpinCo will perform, or cause one or more of its Affiliates or third Persons to provide to Motorola and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the SpinCo Group and their third Person service providers for the Motorola Business; provided, however, SpinCo may make changes from time to time in the manner of performing the Transition Services to the extent SpinCo is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.
Level of Transition Services. (a) Unless otherwise specifically set forth in Annex A, Motorola will perform, or cause one or more of its Affiliates or third Persons to provide to SpinCo and/or its Affiliates, as applicable, the Transition Services in the manner and at a level of service (including with respect to timing and priority) consistent with past practices with respect to that performed by the Motorola Group and their third Person service providers for the Transferred Businesses; provided, however, Motorola may make changes from time to time in the manner of performing the Transition Services to the extent Motorola is making similar changes in performing similar services for itself or its Affiliates, so long as such changes do not adversely affect such agreed to level of service.
Level of Transition Services. The specific service levels and ---------------------------- limitations applicable to each Transition Service shall be set forth in the relevant Schedule therefor. Nothing in this Agreement shall oblige Ryder to act in breach of the requirements of any law, rule or regulation applicable to it or violate any rights of, or any agreements with, any third party.
Level of Transition Services. (a) Parent or Seller will perform the Transition Services in the manner and at a relative level of service that is substantially the same as the level of service provided by Parent or Seller to the Business during the period immediately prior to the date hereof. Parent and Seller shall devote resources to providing the Transition Services in the same manner as it shall devote resources are devoted to its own business operations.
Level of Transition Services. (a) The Shared Services shall be provided substantially in a manner, at a level of service, and with the same degree of care and diligence, as if such services had been provided to Xxxxxxx Xxxxx Farms and to American Agriculture’s internal organization. Nothing in this Agreement shall require American Agriculture to favor the Company’s business over American Agriculture’s own businesses or those of any of its affiliates or subsidiaries; provided that American Agriculture shall accord to the Company no less than the same priority under comparable circumstances as American Agriculture has provided Xxxxxxx Xxxxx Farms in accordance with recent past practices.
