Level of Transition Services Sample Clauses

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. (b) The Provider of Transition Services shall not be required to provide the Recipient of such Transition Services with extraordinary levels of Transition Services, special studies, training, or the like or the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the applicable Distribution Date by the Provider. (c) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transition Services, each Recipient agrees that the Transition Services provided by third parties shall be subject to the terms and conditions of any agreements between the Provider of such Transition Services and such third parties. The Provider shall consult with the relevant Recipient concerning the terms and conditions of any such agreements to be entered into, or proposed to be entered into, with third parties after the date hereof.

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. (b) If the Transition Services to be provided to Recipient materially increase in scale or in scope as compared to the level of the similar services provided in connection with the operation of the OmniAb Business as of the Effective Date, Provider may, at its election, choose to not provide such increased scale or scope of Transition Services, and if Provider elects to perform such increased scale or scope of Transition Services, all costs incurred in connection therewith shall be mutually agreed upon by Provider and Recipient prior to the time such additional Transition Services are performed, shall be set forth in an amended Schedule A, and shall be borne by Recipient. (c) In addition to being subject to the terms and conditions of this Agreement for the provision of the Transition Services, Provider and Recipient each agree that the Transition Services provided by any Vendor shall be subject to the terms and conditions of any agreements between Provider and such Vendor, which agreements shall be on substantially the same conditions as Provider would enter into with such Vendor for its own account, and no such agreements shall ...

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. (b) Unless otherwise specifically set forth in Annex A, Motorola and its Affiliates’ use of any Transition Service will be consistent with past practice with respect to the use by the Motorola Group for the Motorola Business. (c) Notwithstanding anything to the contrary herein, in no event will any Transition Service include (i) any services that would be or otherwise becomes unlawful for SpinCo to provide, or (ii) the exercise of business judgment or general management for Motorola.

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. (b) Unless otherwise specifically set forth in Annex A, it is the intention of Freescale and Motorola that the Company’s use of any Transition Service shall not be substantially greater than the level of use required by SPS immediately prior to date hereof. In no event will the Company be entitled to any new service or to substantially increase its use of any of the Transition Services above that level of use without the prior written consent of Motorola; provided, however that if Motorola consents to such an increase, Motorola shall be entitled to a pro rata increase in fees.

Level of Transition Services. (a) Each party, in its capacity as Provider, shall exercise the same degree of care when performing Transition Services as it exercises in performing the same or similar services for its own account, with priority equal to that provided to its own businesses. Nothing in this Agreement shall require any party in its capacity as Provider to favor the businesses of a Recipient over its own businesses. Provider shall perform its obligations hereunder in good faith and in accordance with principles of fair dealing. (b) Transition Services provided by third parties shall be subject to the terms and conditions of this Agreement and any agreements between the Provider of such Transition Services and such third parties.

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. (b) In addition to being subject to the terms and conditions of this Agreement for the provision of the Shared Services, American Agriculture, the REIT and the Operating Partnership each agree that the Shared Services provided by third parties shall be subject to the terms and conditions of any agreements between American Agriculture and such third parties. Unless otherwise approved in advance by the Company, the costs of services provided by such third parties shall be paid by American Agriculture and shall not be added to the Annual Fee paid by the Company under Section 2.1 below. Any such agreements entered into after the date hereof shall be on substantially the same conditions as American Agriculture would enter into with such third parties for its own account, and no such agreements shall be binding on the Company after the Term without the Company’s express written consent. American Agriculture shall consult with the Company concerning the terms and conditions of any such agreements to be entered into, or proposed to be entered into, with third parties after the date hereof. (c) The parties acknowledge and agree that the American Agriculture will provide notice to the Company of any upgrades or new equipment that will be utilized to provide the Shared Services hereunder. If the equipment is dedicated or used solely by the Company, and will, without further payment by the Company, become the property of the Company to keep upon termination of this Agreement, the Company will pay all costs associated therewith.

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. (b) No Provider of Transition Services shall be required to provide the Recipient of such Transition Services with extraordinary levels of Transition Services, special studies, training, or the like or the advantage of systems, equipment, facilities, training, or improvements procured, obtained or made after the Distribution Date by such Provider. (c) entered into, or proposed to be entered into, with third parties after the date hereof.

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. (b) It is the intention of Buyer, Parent and Seller that Buyer’s use of any Transition Service shall not be substantially greater than the level of use required by Parent or Seller for the Business immediately prior to the acquisition of the Shares by Buyer. In no event will Buyer be entitled to any new service or to substantially increase its use of any of the Transition Services above that level of use without the prior written consent of Parent or Seller.

Level of Transition Services. (a) The Seller will perform the Transition Services in the manner and at a level of service, functionality and performance, with respect to any Transition Service, substantially similar to that provided by the Seller to the Company during the period immediately prior to the Closing; provided, however, in no event will the Seller be required to (i) favor the Company or the provision of the Transition Services over the Seller’s other business operations, provided that the treatment of the Company by the Seller in such regard shall be consistent with that of the Seller towards the Company prior to the date hereof, (ii) purchase, lease or license any additional equipment or software in connection with the Transition Services, or (iii) pay any costs related to the transfer or conversion of data to the Company or any alternative supplier of the Transition Services. If there is an unavoidable conflict between the immediate needs of the Seller and those of the Company as to the use of or access to a particular Transition Service, the Seller will have the right, in its sole discretion, to establish reasonable priorities, at particular times and under particular circumstances, as between the Parties so long as such priorities are consistent with prior practice between the Seller and the Company in such regard prior to the date hereof and so long as the establishment of any such reasonable priorities is done in conjunction and cooperation with the Company in good faith. (b) The Parties agree that it is the intention of the Company and the Seller that the Company’s use of the Transition Services shall be for substantially the same purposes as immediately prior to the Closing and shall not be materially greater than the use required by the Company immediately prior to the Closing (including as to volume, amount, level and frequency, as applicable), except for Transition Services (including, without limitation, the IP Transition Services set forth in Section III (“Information Technology Services”) of Schedule A) that would not have been required by the Company but for the consummation of the transactions contemplated by the Purchase Agreement, which the Parties acknowledge may require more or additional resources than were previously required by the Company. (c) Neither the Company nor its subsidiaries shall resell any Transition Services to any person whatsoever or permit the use of the Transition Services by any person other than in connection with the conduct of the ...