Means of Providing Services. With respect to any particular Service to be provided under a Services Agreement, the Service Provider Party to such Services Agreement, shall, unless otherwise specified in the Exhibits, determine the means and resources used to provide such Service in accordance with its prudent business judgment.
Means of Providing Services. Supplier will, in its sole discretion, determine the means and resources used to provide the Services in accordance with its business judgment and subject to Section 4. Supplier will have sole discretion and responsibility for staffing, instructing and compensating its personnel and third parties who perform the Services.
Means of Providing Services. Supplier will, in its sole discretion, determine the means and resources used to provide the Services in accordance with its business judgment and subject to Section 4. Supplier will have sole discretion and responsibility for staffing, instructing and compensating its personnel and third parties who perform the Services. Without limiting the foregoing, Supplier may elect to modify or replace at any time any aspect of the Services, provided that such modifications or replacements are being implemented consistently with Supplier’s own Business objectives. Such changes may include without limitation (a) modification of IT policies and procedures; (b) changes in the environment used to provide the Services, including without limitation the Representatives that provide all or any portion of the Services; (c) the location from which any Service is provided; or (d) the intellectual property, IT, products and services used to provide the Services. Supplier will use commercially reasonable efforts to eliminate or minimize disruption to Buyer’s business as a result of such modifications, and not to implement such modifications during mutually agreed periods of time before and after cut-overs from affected systems to Buyer’s systems. Prior to Supplier making any changes or disruptions to its or its Representatives’ information technology systems which could reasonably be expected to alter or disrupt the Services, Supplier will give Buyer reasonable prior written notice including a description of which Services may be disrupted and the anticipated length of the disruption.
Means of Providing Services. With respect to any particular Service(s) to be provided hereunder, Cendant Operations shall, unless otherwise specified in Exhibit A, determine the means and resources used to provide such Service(s) in accordance with its prudent business judgment; provided that Cendant Operations shall not take any action with respect to its provision of such Service(s) that materially increase the cost to Xxxxxx Express, except as required to provide such Services, or that significantly disrupt Xxxxxx Express operations or materially increase the scope of its responsibility under this Agreement.
Means of Providing Services. 6.4.1 Subject to Section 6.1 and Section 6.5 and its obligation to perform the Services in accordance with the terms of this TSA and the Service Schedule, Service Provider shall determine the means and resources used to provide the Services. Without limiting the foregoing, Service Provider or its Affiliates may elect to modify or replace at any time (a) its policies and procedures; (b) any Affiliates and/or third parties that provide any Services; (c) the location from which any Service is provided; or (d) the intellectual property rights, information technology, products and services used to provide the Services; provided that, in each case, any such modification or replacement shall not adversely affect the Services or quality thereof in any material respect.
Means of Providing Services. (a) Subject to Sections 2.1 and 2.2, Seller shall, in its reasonable discretion, determine the manner, means and resources used to provide the Services in accordance with its reasonable business judgment. Subject to Sections 2.1 and 2.2, in providing the Services, Seller may modify or replace (i) its policies and procedures, (ii) any Affiliates and/or third parties that provide any Services, (iii) the location from which any Service is provided, or (iv) the Intellectual Property rights, information technology assets, systems, products and services used to provide the Services.
Means of Providing Services. (a) Subject to Sections 2.1 and 2.2, Seller shall, in its reasonable discretion, determine the means and resources used to provide the Services in accordance with its reasonable business judgment. Seller may modify or replace: (i) its policies and procedures; (ii) any Affiliates and/or third parties that provide any Services; (iii) the location from which any Service is provided; or (iv) the Intellectual Property rights, IT Assets, systems, products and services used to provide the Services; provided that all of the foregoing is done in a manner consistent with past practice, including with respect to consultation with affected users.
Means of Providing Services. (a) Service Provider may elect to modify or replace at any time (i) its policies and procedures; (ii) any Affiliates and/or third parties that provide any Services; (iii) the location from which any Service is provided; or (iv) the intellectual property rights, information technology, products and services used to provide the Services. (b) Service Provider may in its reasonable discretion suspend the provision of the Services (or any part thereof), from time to time, to enable it to perform routine or emergency maintenance to those parts or components of buildings, plant, machinery, information technology systems, or other assets of Service Provider required to provide the Services; provided, that Service Provider shall use commercially reasonable efforts to perform such routine maintenance outside of the normal business hours of Purchaser; (ii) Service Provider shall provide Purchaser with reasonable prior notice of such suspension and the anticipated duration of the suspension (and in the case of an emergency, to the extent practicable); and (iii) Service Provider shall use its commercially reasonable efforts to carry out the applicable maintenance and resume provision of the relevant Services efficiently as reasonably practicable. Section 2.4
Means of Providing Services. Service Provider shall, in its sole discretion, determine the means and resources used to provide the Services in accordance with its business judgment. Service Provider shall have sole discretion and responsibility for staffing, instructing and compensating its personnel and third parties who perform the Services. Without limiting the foregoing, Service Provider may elect to modify or replace at any time (a) upon reasonable notice where practicable, the IT Services, provided that such modifications or replacements apply to Service Provider and Service Recipient; (b) its policies and procedures; or (c) the environment used to provide the Services, including (i) the Affiliates of Service Provider or the third parties that provide all or any portion of the Services; (ii) the location from which any Service is provided; or (iii) the intellectual property, IT, products and services used to provide the Services, provided in each case that the service standards set forth in Section 1.03 are substantially maintained. Service Provider shall use commercially reasonable efforts: (a) to eliminate or minimize disruption to Service Recipient's business as a result of such modifications (for the avoidance of doubt, subject to Section 1.06), (b) not to implement such modifications during mutually agreed periods of time before and after cut-overs from such systems to Service Recipient's systems.
Means of Providing Services. 6.6.1 Service Provider shall provide each Service in accordance with the terms of the corresponding Service Schedule; provided that, except where a Service Schedule expressly identifies specific means and resources for use in connection with the Services, Service Provider shall in good faith determine the means and resources used to provide the Services consistent with the standards of reasonable care set forth in Section 6.1 hereof Without limiting the foregoing, Service Provider or its Affiliates may elect to modify or replace at any time: (a) its policies and procedures; (b) any Affiliates and/or third parties that provide any Services; (c) the location from which any Service is provided; or (d) the intellectual property rights, information technology, products and services used to provide the Services; provided that, in each case, any such modification or replacement shall not adversely affect the Services or the quality thereof in any material respect.
