Provision of Services Standard of Performance Sample Clauses

Provision of Services Standard of Performance. 1.1 Commencing on the date hereof, Parent shall provide or, pursuant to Section 4.2, cause one or more of its Affiliates or third parties to provide to Purchaser the services (each, a “Service” and collectively, the “Services”) specified on an applicable service schedule or schedules attached hereto as Exhibit A, (each such schedule, a “Service Schedule”) for the period of time specified thereon, or if no period of time is set forth thereon, for a period of twelve (12) months, unless a Service is earlier terminated or extended in accordance with the terms hereof. Each Service shall become subject to this Agreement upon execution of a Service Schedule related thereto. 1.2 Unless a different performance standard is set forth in the applicable Service Schedule, Parent agrees to use commercially reasonable efforts to provide Services in substantially the same manner as such Services were performed by Seller, Parent and/or their Affiliates for the Business immediately prior to Closing Date. 1.3 Except as may be provided in a Service Schedule, (i) Parent shall not be required to provide Services to Purchaser except to the extent that such Services are being provided as of the Closing Date to the Business and (ii) the Services shall be used by Purchaser only for the purposes of conducting the Business and operating the Purchased Assets substantially in the manner that they were conducted and operated by Parent and Seller immediately prior to the Closing Date, and shall not be used for any other purposes, except as may be otherwise agreed to by Parent in writing. With respect to any Service, Parent shall not be required to provide a level of service which is higher than the level of service provided by Parent and Seller with respect to the Business or the Purchased Assets as of the Closing Date. 1.4 To the extent any agreed Performance Standard requires Parent to exercise discretion, Parent may request written instructions from Purchaser with respect to the exercise of such discretion. Purchaser shall promptly provide such instructions in reasonable detail and Parent shall not be deemed to have breached this Agreement if Parent relies upon such written instructions.
Sample 1
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Provision of Services Standard of Performance. 2.1 Commencing on the date hereof, QuantRx shall provide to QND the services specified on Exhibit A attached hereto (the “Services”) for the period of time specified thereon, unless this Agreement is earlier terminated or extended in accordance with the terms hereof. 2.2 The parties agree to fully cooperate in good faith with each other in connection with the provision of the Services and the matters related to or arising hereunder, including, without limitation, QuantRx’s cooperation with QND to enable QND to establish its own infrastructure to perform the Services independently of QuantRx as may be agreed upon by NuRx and QuantRx after the Effective Date. 2.3 QuantRx agrees during the term of this Agreement not to accept work or enter into any agreement or accept any obligation that would cause QuantRx to breach its obligations under this Agreement. 2.4 In the performance of the Services, QuantRx shall (a) enter into an employment offer letter that is reasonably satisfactory to NuRx with Xxxxxxx Xxxxxxx prior to Closing, and (b) enter into employment offer letters that are reasonably satisfactory to NuRx with each of Messrs. Buck and Burjess-Xxxxxxx within 45 days after the Closing, and shall use commercially reasonable efforts to primarily utilize the services of the Key Employees. QuantRx represents that it has never been, and that none of its employees or other persons engaged by QuantRx has ever been, (r) debarred (under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. §335a (a) and (b)), (s) convicted of a crime for which a person can be debarred, (t) threatened to be debarred, or (u) indicted for a crime or otherwise engaged in conduct for which a person can be debarred. QuantRx immediately shall notify QND in writing of any such debarment, conviction, threat, or indictment. The terms of the proceeding sentence shall survive the expiration or termination of this Agreement for a period of three (3) years.
Sample 1
Provision of Services Standard of Performance 
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Related to Provision of Services Standard of Performance

  • Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

  • Provision of Services (a) The HSP will provide the Services in accordance with, and otherwise comply with: (1) the terms of this Agreement; (2) Applicable Law; and

  • Acceptance of Employment; Standard of Performance The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

  • Subcontracting for the Provision of Services (a) The parties acknowledge that, subject to the provisions of the Enabling Legislation, the HSP may subcontract the provision of some or all of the Services. For the purposes of this Agreement, actions taken or not taken by the subcontractor, and Services provided by the subcontractor, will be deemed actions taken or not taken by the HSP, and Services provided by the HSP. (b) When entering into a subcontract the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under this Agreement. Without limiting the foregoing, the HSP will include a provision that permits the Funder or its authorized representatives, to audit the subcontractor in respect of the subcontract if the Funder or its authorized representatives determines that such an audit would be necessary to confirm that the HSP has complied with the terms of this Agreement. (c) Nothing contained in this Agreement or a subcontract will create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affiliates or volunteers and the Funder. (d) When entering into a subcontract, the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under the FLSA.

  • Method of Performing Services Contractor will determine the method, details, and means of performing the above-described services including measures to protect the safety of the traveling public and Contractor’s employees. County shall not have the right to, and shall not, control the manner or determine the method of accomplishing Contractor’s services.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

  • Provision of Service NYISO will provide Developer with interconnection service of the following type for the term of this Agreement.

  • Modification of Services Credit Union reserves the right to modify the Service from time to time without making prior notice to Member, provided, however, that Credit Union will give you at least thirty (30) days notice prior to making any modifications to the Service that would materially alter their functionality.

  • Excuse of Performance Seller shall not be liable for delays in performance or for non-performance due to failure or interruption of computer or telecommunication systems, acts of God, war, riot, fire, terrorism, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond Seller's reasonable control. In the event of such delay, the time for performance or delivery shall be extended by a period of time reasonably necessary to overcome the effect of the delay.

  • Provision of Services by Third Parties The Administrator shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Administrator other than as set forth in Section 3; it being understood that the Administrator shall not charge to the Issuer any fees in addition thereto with respect to such outsourced Painting-Level Services that are described in Section 1(a)(i) and Entity-Level Services described in Section 1(a)(ii), but the Administrator shall be entitled to reimbursement for third party costs incurred in connection with Non-Routine Services described in Section 1(a)(iii) as set forth in Section 3(b). Reimbursement for Non-Routine Services shall be reimbursed by the Issuer out of the proceeds from a sale of the Painting. In addition, Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time.

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