Common use of Standard and Manner of Performance Clause in Contracts

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 or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.

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 or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.

Standard and Manner of Performance. (a) Except as otherwise provided herein Provider shall, 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 cause one or more of its SubsidiariesAffiliates to, and each use commercially reasonable efforts to provide to Recipient the Services with a level of quality substantially equivalent to the level of quality that such Services were provided by Provider or its Group to the Recipient or its Group in the ordinary course as 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 hereunderEffective Date; provided, however, that nothing in this Agreement shall require Provider to prioritize or otherwise favor Recipient over any Third Parties or any of Provider’s or its Affiliates’ business operations. (b) Provider and its Affiliates shall have the Service Provider sole and exclusive responsibility and discretion to select and manage their personnel who provide the Services to be performed by them pursuant to this Agreement and shall supervise them in all cases retain responsibility connection with the performance of such Services. Such personnel shall be qualified, in the reasonable opinion of Provider, for the provision tasks to which they are assigned. Provider and its Affiliates shall have the Service Recipient of sole and exclusive responsibility and discretion to select and provide the equipment and systems necessary to deliver the Services in accordance with to be performed by them pursuant to this Agreement. (c) As between the Provider may use contractors, subcontractors, vendors or other third parties under contract with Provider (collectively, “Third 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 provide some or all of the Services. All such personnel and third party service providers so assigned In the event that Provider uses any Third Parties to perform any Services, Provider shall remain responsible for the Services, including obligations to meet the standards set forth in Section 2.2(a), provided by each Third Party to the same extent as if Provider had performed the Services shall be appropriately skilled and qualified to do so as reasonably determined by the Service Provideritself. (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, software or retain any specific personnel or third party 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 or mistakes are made in the ordinary course of business, are not in violation of the standard of performance required under Section 2.2(a) and are not the result of any gross negligence or willful misconduct by the Service Provider. The Parties hereby further acknowledge and agree that the Service Provider shall not have any liability (including to the Service Recipient) in connection with this Agreement whether in contract, tort (including negligence) or otherwise for costs suffered or incurred by the Service Recipient as a result of such errors or mistakes, and in addition, any costs suffered or incurred by the Service Provider as a result of such errors or mistakes shall be reimbursed by the Service Recipient to the Service Provider in accordance with Section 5.1(a) as a Service Fee.