Nature and Quality of Transition Services Sample Clauses

Nature and Quality of Transition Services. Service Provider shall provide the Transition Services (a) in accordance with the applicable service levels/KPIs set forth in Appendix A (if any); or (b) if no service levels/KPIs are specified in Appendix A, with at least the same degree of care, skill, and diligence used by Service Provider or its Affiliates, as applicable, in providing substantially similar services to its own internal organization at the time the Transition Services are performed;
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Nature and Quality of Transition Services. Tricadia shall, shall cause its Affiliates to and shall use its reasonable best efforts to cause third-party service providers to, provide the Transition Services in a timely and workmanlike manner consistent with past practice; provided, that Tricadia shall not be liable under this TSA (i) for failing to provide or make available a Transition Service as set forth herein if such failure was the result of personnel of Service Provider performing or failing to perform such Transition Service in accordance with instructions relating to such Transition Service provided by the Service Recipient or (ii) for any action taken, or omission to act, by a representative of TAMCO, Tiptree, or any of their respective Affiliates. Other than as expressly agreed on the applicable Transition Service Schedule, any determination as to which of Tricadia, its subsidiary or its Affiliates shall provide a Transition Service, as well as which employee(s) shall provide such Transition Service shall be made by the Service Provider in its sole discretion. Tricadia will use its reasonable best efforts to ensure that each Transition Service is performed by its personnel, or the personnel of its Affiliates, to the extent that such Transition Service was performed by Tricadia personnel, or the personnel of Tricadia’s Affiliates, prior to the Closing Date. Tricadia shall, or shall cause its Affiliates and use reasonable best efforts to cause third-party service providers to, provide the Transition Services in the same manner, scope, nature, frequency, functionality and quality (including the level of care exercised in the performance) as the manner in which such Transition Services were provided to the Service Recipient immediately prior to the date hereof, except as otherwise provided in the applicable Transition Service Schedule and except for such variations in manner, scope, nature, frequency or functionality as are reasonably warranted in the context of changes to the business of Tiptree and its Affiliates after the Closing Date. The Transition Services shall be used by the Service Recipient for substantially the same purposes and in substantially the same manner (including as to volume, amount, level or frequency, as applicable) as the Transition Services were used immediately prior to the date hereof. In addition to any other rights or remedies to which TAMCO may be entitled, if Tricadia fails to provide, or to cause to be provided, any Transition Service in accordance with the ter...
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Nature and Quality of Transition Services. Each of the Parties understands and agrees that (a) Service Provider and its Subsidiaries, as applicable, are not in the business of providing Transition Services to third parties, (b) the standard of care to which Service Provider and any other Service Provider Party providing Transition Services hereunder shall be held shall be substantially the same degree of care, skill, and diligence used by Service Provider or its Subsidiaries, as applicable, in providing services substantially similar to such Transition Services for the SpinCo Business in the twelve (12) month period prior to the Effective Date, and (c) the Transition Services shall be provided at times, quality and availability at least materially consistent with the operations of the SpinCo Business in the twelve (12) months prior to the Effective Date.
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Nature and Quality of Transition Services. Buyer understands and agrees that Seller is not in the business of providing Transition Services to third parties and that the Transition Services shall be performed in a manner that is substantially consistent with the manner in which such Transition Services were generally performed by Seller or a Seller Party for the Business prior to the Closing Date (except as such Transition Services differ because of the need to follow legal corporate formalities), which shall mean, with respect to the Transition Services set forth in Schedule 1 of Appendix A, substantially consistent with the services performed by Seller during the twelve (12) month period immediately prior to the Closing Date in respect of the Transferred Contracts, and with respect to the Transition Services set forth in Schedules 2-4 of Appendix A, consistent with diligent, commercially reasonable efforts performed in a workmanlike, professional manner, in view of prevailing industry standards (the immediately preceding provision, the “Performance Covenant”). Notwithstanding anything to the contrary herein, Seller shall not be liable under this Agreement for any failure to provide or make available Transition Services as set forth herein to the extent such failure was the direct result of Personnel of the relevant Seller Party performing the services in accordance with written instructions provided by Buyer where such instructions are inconsistent with the manner in which such Transition Services were generally performed by Seller or a Seller Party for the Business or under the terms of the Transferred Contracts prior to the Closing Date. In no event shall Seller be required to make any customization to the Transition Services (or Seller’s systems or processes) that is unique to the Buyer.
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Nature and Quality of Transition Services. Service Recipient understands and agrees that Service Provider is not in the business of providing Transition Services to third parties and that the standard of care to which Service Provider and any other Service Provider Party performing Transition Services hereunder shall be accountable for shall be the same degree of care, skill, and diligence used by Service Provider in furnishing services similar to such Transition Services to its own internal organization and that under no circumstances shall the relevant Service Provider Party or its employees or agents be held accountable to a higher standard of care or one that is appropriate for a party in the business of furnishing similar services to third parties; provided, however, that Service Provider shall not be liable under this Agreement for any failure to provide or make available Transition Services as set forth herein to the extent such failure was the direct result of the Service Recipient’s operations or systems, or the acts or omissions of the Service Recipient.
Sample 1
Nature and Quality of Transition Services. ICX and Purchaser understand and agree that Seller is not in the business of providing Transition Services to third parties and that, in general, the standard of care to which Seller and any other VeriSign Party performing Transition Services hereunder shall be accountable for shall be the standard of care used by Seller in furnishing these Transition Services to its own internal organization, provided however, that, as applicable, the standard of care for the provision of Transition Services as otherwise indicated in the applicable Transition Service Schedules shall be as stated therein. Under no circumstances shall the relevant VeriSign Party or its employees or agents be held accountable for a greater standard of care with respect to the provision of a Transition Service other than as provided for pursuant to this Section 2.04; provided, however, that VeriSign shall not be liable under this Agreement (i) for any failure of a Third-Party Provider in the provision of a Transition Service so long as VeriSign shall have used commercially reasonable efforts to cause such Third-Party Provider to perform the relevant Transition Service in a manner consistent with the Third-Party Provider’s contract and the standards by which such service is or was provided prior to the Closing Date or (ii) for failing to provide or make available Transition Services as set forth herein if such failure was the result of personnel of the relevant VeriSign Party performing the services in accordance with instructions provided by ICX and/or Purchaser. Notwithstanding the foregoing, in the event of any VeriSign Party’s repeated noncompliance with the applicable standard of care requirements as set forth herein or in a Transition Service Schedule, ICX and/or Purchaser, as applicable, shall provide notice to Seller of such repeated noncompliance, and Seller shall provide a plan for restoring compliance or modifying such standard of care as appropriate.
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Related to Nature and Quality of Transition Services

  • Quality of Services (a) The Consultant shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, and other services furnished pursuant to this Agreement.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Exclusivity of Representations Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of the Company, Seller or any other Person makes or has made any other representation or warranty, expressed or implied, at law or in equity, with respect to Seller, the Company, the Company’s Subsidiaries, the Transactions, the Interests or any of Seller’s, the Company’s or the Company’s Subsidiaries’ respective businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), and Seller and the Company each disclaim any other representations or warranties, whether made by Seller, the Company, the Company’s Subsidiaries or any of their respective Affiliates, direct or indirect equityholders, officers, directors, employees, agents or Representatives (collectively, “Related Persons”), and no Related Person has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in this Agreement and subject to the limited remedies herein provided. Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), Seller and the Company (directly and on behalf of all Related Persons) each hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (whether orally or in writing, in any data room relating to the Transactions, in management presentations, functional “break-out” discussions, responses to questions or requests submitted by or on behalf of Buyer or in any other form in consideration or investigation of the Transactions) to Buyer or its Affiliates or Representatives (including any opinion, information, forecast, projection, or advice that may have been or may be provided to Buyer or its Affiliates or Representatives by Seller, the Company or any Related Person). Except for the representations and warranties contained in Article III or this Article IV (as modified by the Company Disclosure Schedules and as further limited by Section 9.1), none of Seller, the Company or any Related Person has made or makes any representation or warranty to Buyer or its Affiliates or Representatives regarding: (a) merchantability or fitness of any assets of the Company or its Subsidiaries for any particular purpose; (b) the nature or extent of any liabilities of the Company or its Subsidiaries; (c) the prospects of the business of the Company and its Subsidiaries; (d) the probable success or profitability of the Company or its Subsidiaries; or (e) the accuracy or completeness of any confidential information memoranda, documents, projections, material, statement, data, or other information (financial or otherwise) provided to Buyer or its Affiliates or made available to Buyer and its Representatives in any “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of, or in connection with, the Transactions, or in respect of any other matter or thing whatsoever.

  • Exclusivity of Services The Subadviser shall devote its best efforts and such time as it deems necessary to provide prompt and expert service to Client and the Fund. The services of Subadviser to be provided hereunder are not to be deemed exclusive and Subadviser shall be free to provide similar services for its own account and the accounts of other persons and to receive compensation for such services. Client acknowledges that Subadviser and its Affiliates and Subadviser's other clients may at any time, have, acquire, increase, decrease or dispose of positions in the same investments which are at the same time being held, acquired for or disposed of under this Agreement for the Fund. Subadviser shall have no obligation to acquire or dispose of a position in any investment pursuant to this Agreement simply because Subadviser, its directors, members, Affiliates or employees invest in such a position for its or their own accounts or for the account of another client.

  • Exclusivity of Representations and Warranties NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO PARENT AND MERGER SUB OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III, NEITHER THE COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE MERGER TRANSACTIONS, INCLUDING AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY OR ITS SUBSIDIARIES THAT HAVE BEEN MADE AVAILABLE TO PARENT OR MERGER SUB OR ANY OF THEIR REPRESENTATIVES OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY OR ITS SUBSIDIARIES BY THE MANAGEMENT OR ON BEHALF OF THE COMPANY OR OTHERS IN CONNECTION WITH THE MERGER TRANSACTIONS, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR \WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT OR THE MERGER TRANSACTIONS. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN Article III, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY OR ON BEHALF OF THE COMPANY OR ITS SUBSIDIARIES ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF THE COMPANY OR ANY OTHER PERSON, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY PARENT OR MERGER SUB OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES IN EXECUTING, DELIVERING OR PERFORMING THIS AGREEMENT AND THE MERGER TRANSACTIONS.

  • Representations and Warranties Regarding the Company (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date and as of each Option Closing Date, if any, as follows:

  • REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS Each Seller, severally and not jointly, represents and warrants to Purchaser as follows:

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