Standard and Manner of Performance. Contractor shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession. Not Exclusive. Contractor is not guaranteed any work except as expressly stated herein, and this Agreement does not create an exclusive contract for the Work.
Standard and Manner of Performance. The Contractor’s performance hereunder shall comply with all applicable federal and state laws and the Contractor shall provide that any subcontracts be governed by the laws of the state in which the subject property is located.
Standard and Manner of Performance. Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant.
Standard and Manner of Performance. Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession and in the sequence and manner set forth in this Contract.
Standard and Manner of Performance. (a) Except as otherwise provided herein or set forth on Exhibit A, Exhibit C or Exhibit D, the Service Provider shall use reasonable efforts to provide: (i) the Services in accordance with applicable Law, at standards of performance and with the degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide the Services to the Animal Health Business or the Retained Business, as applicable, in the twelve (12) months preceding the Effective Date; and (ii) the Program Services in accordance with applicable Law, at standards of performance and with a degree of care and skill substantially consistent with the standards of performance and degree of care and skill used to provide similar services to the Retained Business in the twelve (12) months preceding the Effective Date.
(b) The Service Provider shall have the right to perform its obligations under this Agreement through one or more of its Subsidiaries, and each of the foregoing may hire third party service providers to perform any of the Service Provider’s obligations hereunder, including to provide all or part of any Service hereunder; provided, however, that the Service Provider shall in all cases retain responsibility for the provision to the Service Recipient of the Services in accordance with this Agreement.
(c) As between the Parties, except as otherwise agreed by the Parties in writing, the Service Provider shall have sole discretion and authority with respect to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance of the Services. All such personnel and third party service providers so assigned to perform the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provider.
(d) Notwithstanding anything to the contrary herein, but subject to the Service Provider’s obligations to provide Services under this Agreement, the Service Provider shall not be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software, or retain any specific personnel or third party service providers in connection with its obligation to provide Services hereunder.
(e) The Parties hereby acknowledge and agree that in the course of providing Services in accordance with the terms of this Agreement, the Service Provider may make certain errors or mistakes, which such errors...
Standard and Manner of Performance. The Agency will perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Funding Agreement.
Standard and Manner of Performance. (a) Pfizer shall provide the Services with reasonable skill and care. Notwithstanding the foregoing and without limiting any other provision of this Agreement (including any schedule, exhibit or appendix hereto) unless otherwise agreed by the Parties in writing, the standard of care for provision of Services shall be no less than the level of skill and care as is currently being provided to the Animal Health Business and has been provided in the twelve (12) months preceding the Effective Date.
(b) Pfizer shall have the right to perform its obligations under this Agreement through one or more of its Affiliates, and each of the foregoing may hire third party service providers, subcontractors and consultants to perform any of Pfizer’s obligations hereunder, including to provide all or part of any Service hereunder; provided, however, that Pfizer shall in all cases retain responsibility for the provision to the Company Group of the Services in accordance with this Agreement.
(c) As between the Parties, except as otherwise agreed by the Parties in writing, Pfizer shall have sole discretion and authority with respect to designating, employing, assigning, compensating and discharging personnel and third party service providers in connection with performance of the Services. All such personnel and third party service providers so assigned to perform the Services shall be appropriately skilled and qualified to do so as reasonably determined by Pfizer.
(d) Notwithstanding anything to the contrary herein, no member of the Pfizer Group shall be required to expand or modify any facilities, incur any capital expenditures, acquire any additional equipment or software or retain any specific personnel or third party service providers in connection with its obligation to provide Services hereunder.
Standard and Manner of Performance. Subgrantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Subgrant Agreement.
Standard and Manner of Performance. The County shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the County’s industry, trade, or profession and in the sequence and manner set forth in this Agreement. The County shall operate, use, store, maintain, and service the Equipment diligently and in accordance with prevailing industry standards for the operation, use, storage, maintenance, and servicing of such Equipment.
Standard and Manner of Performance. (i) Each Party providing services (the “Service Provider”) shall, or shall cause its Affiliates and Third Party Suppliers (as defined below) to, provide to the other Party (the “Service Recipient”) the Services to be provided by such Service Provider with reasonable skill and care (including through suitably skilled, experienced, and licensed personnel) in a professional manner and in compliance with Applicable Law. Notwithstanding the foregoing and without limiting any other provision of this Agreement (including any schedule, exhibit or appendix hereto), unless otherwise agreed by the Parties in writing, the nature, scope and/or standard of care shall be no less than that which was provided to the Business (in the case of Seller Services) or to the Seller Group (in the case of Purchaser Services) in the ordinary course in the six (6) months immediately prior to the date of this Agreement. Unless otherwise agreed by the Parties in writing and save to the extent that the provision of Seller Services to complete the Seller Reorganization in accordance with the Steps Memo and the Separation Plans, Seller and its Affiliates and Third Party Suppliers shall be required to provide the Seller Services only for the benefit of the Purchaser Recipients, and only to the same scope, and only for the same volume of Seller Services, and only to the same Companies and Company Subsidiaries that such Seller Services were provided to the Business in the ordinary course in the six (6) months immediately prior to the date of this Agreement.
(ii) In respect of those Services, if any, which are provided on a Service Provider’s behalf by a sub-contractor or other third party (each a “Third Party Supplier”) to the Service Recipient or any of its Affiliates, Service Provider shall use its commercially reasonable efforts to, on a pass-through basis, cause such Third Party Supplier to provide such Services for the benefit of the Receiving Party (and such other Purchaser Recipients or Seller Recipients as Purchasers or Seller, as applicable, may from time to time direct) in the same manner and to the same standards (including as to service levels, if any) and with the same assurances and other contractual protections (including as to confidentiality and non-disclosure provisions) as the Service Provider or its Affiliates receives from the relevant Third Party Supplier in the applicable sub-contract or contract between the Service Provider or the relevant Affiliate and that Third Part...
