Common use of Standard for Service Clause in Contracts

Standard for Service. (a) The Provider agrees to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, the Provider agrees to respond to any outage, interruption or other failure of which it is aware of a Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Each Provider agrees (i) to perform the any Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 6.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.016.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 6.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b6.01(b).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, the Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a any Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement Distribution Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 7.01 so long as the manner applicable Provider complies with the foregoing clause (ii). As of, or following, the date of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of Services resulting from such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall restriction) and use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent 7.01, and the exception provided for Parties shall negotiate in good faith an amendment to the first sentence of this Section 5.01(b)applicable Schedule to reflect any such new arrangement.

Standard for Service. (a) The Each Provider agrees (i) to perform the any Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and that it provides hereunder with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider or such Provider’s Affiliates or other business components. Subject to Section 7.03, units and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution or, with respect to services for which same or similar services were not provided prior to the Distribution, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third third-party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third third-party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence not constitute a violation of this Section 5.01(b)applicable Law or any existing contract or agreement with a third-party.

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics; and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii), provided that the Recipient shall be excused from its obligation to pay any applicable Service Charges during the continuance of such outage, interruption, or other failure. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any such potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the each Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Service, subject to Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Except as otherwise provided in this Agreement, and provided that the Provider is not restricted by an existing contract with a third party or by Law, the Provider agrees to perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same or similar services were performed by or on behalf of the Provider during (which in the one-year period case of Newco and its Subsidiaries providing Services hereunder, shall mean the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the Contributed Comcast Businesses for Comcast) prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to the Provider’s Affiliates or other business components). Subject to Section 7.03Notwithstanding the foregoing, the Provider agrees to respond to any outagenature, interruption or other failure quality and standard of which it is aware of a Service in a manner care that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send provide in delivering a written notice Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the Recipient of event there is any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any restriction on the Provider by an existing contract or agreement with a third party that would restrict the nature, quality or standard of care applicable to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsServices, the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to reimburse the Provider for such payments) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall use its commercially reasonable best efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b)6.01.

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation IPO Closing Time or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationIPO Closing Time. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; and (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.01 so long as the applicable Provider complies with the foregoing clause (ii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.01(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.01(f). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.01(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b).

Standard for Service. (a) The Except as otherwise provided in this Agreement, and provided that the Provider is not restricted by an existing contract with a third party or by Law, the Provider agrees to perform the Services in a good such that the nature, quality, standard of care and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same or similar services were performed by or on behalf of the Provider during (which in the one-year period case of Newco and its Subsidiaries and its Affiliates providing Services hereunder, shall mean the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the NBCU Businesses for GE) prior to the Separation Closing Date (or, if not so previously provided, then substantially similar to the same as that which are applicable to similar services provided to the Provider’s Affiliates or other business components). Subject to Section 7.03Notwithstanding the foregoing, the Provider agrees to respond to any outagenature, interruption or other failure quality and standard of which it is aware of a Service in a manner care that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send provide in delivering a written notice Service shall be substantially the same as the nature, quality and standard of care that the Provider provides to its Affiliates and its other business components with respect to such Service. In the Recipient of event there is any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any restriction on the Provider by an existing contract or agreement with a third party that would restrict the nature, quality or standard of care applicable to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsServices, the Provider shall use its commercially reasonable efforts to seek to obtain a waiver of such restriction from such third party (it being understood that the Provider shall not be required to make any payments (unless the Recipient agrees to the amount of any such payment and provides the Provider in advance with the funds to enable the Provider to make such payment) or otherwise grant any accommodation to such third party in order to obtain such waiver) and, if such waiver is not obtained, the Provider shall use its commercially reasonable best efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent the exception provided for in the first sentence of this Section 5.01(b)7.01.

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Each Provider agrees (i) to perform any Services that it provides hereunder at substantially the same levels as those Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, were provided by Provider prior to the Distribution Date and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the such Provider during the one-year period prior to the Separation Distribution Date or, if not so previously provided, then substantially similar to that those which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03units; (ii) if specific target performance metrics are set forth in a particular Service Schedule, it will provide the Provider agrees to respond to applicable Services in accordance with such metrics, and (iii) upon receipt of written notice from the Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a such Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the SeparationDistribution Date or, with respect to services for which same or similar services were not provided prior to the Distribution Date, in a manner that is substantially similar to the manner in which such Provider or its Affiliates responds with respect to internally provided services. The Parties acknowledge that an outage, interruption or other failure of any Service shall not be deemed to be a breach of the provisions of this Section 5.1(a) so long as the applicable Provider complies with the foregoing clause (iii). (b) Nothing in this Agreement shall require the Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If the Provider is or becomes aware of any potential violation on the part of the Provider, the Provider shall promptly send a written notice to the Recipient of any such potential violation. The Parties each agree to cooperate and use commercially reasonable efforts to obtain any necessary third-third- party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required 5.1(a), subject to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility of the RecipientSection 4.1(g). If, with respect to a Service, the Parties, despite the use of such commercially reasonable efforts, are unable to obtain a required third-party consent, consent or the performance of such Service by the Provider would continue to constitute a violation of applicable LawsLaw, the Provider shall use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 5.1(a) that would apply absent the exception provided for in the first sentence of this Section 5.01(b5.1(b).

Standard for Service. (a) The Except where the Provider is restricted by an existing contract with a third party or by Law, the Provider agrees (i) to perform the Services in a good and xxxxxxx-like manner, in compliance with all applicable Laws, and with substantially the same nature, quality, standard of care and service levels at which the same or similar services were performed by or on behalf of the Provider during the one-year period prior to the Separation IPO Closing Date or, if not so previously provided, then substantially similar to that which are applicable to similar services provided to the Provider’s Affiliates or other business components. Subject to Section 7.03, ; (ii) upon receipt of written notice from the Provider agrees to respond to Recipient identifying any outage, interruption or other failure of which it is aware any Service, to respond to such outage, interruption or other failure of a any Service in a manner that is substantially similar to the manner in which such Provider or its Affiliates responded to any outage, interruption or other failure of the same or similar services during the one-year period prior to the Separation. (b) Nothing in this Agreement IPO Closing Date. The Parties acknowledge that an outage, interruption or other failure of any Service shall require the Provider to perform or cause not be deemed to be performed any Service to a breach of the extent provisions of this Section 7.01 so long as the manner applicable Provider complies with the foregoing clause (ii). As of, or following, the date of such performance would constitute a violation of applicable Law or any existing contract or agreement with a third party. If this Agreement, if the Provider is or becomes aware of any potential violation restriction on the part Provider by an existing contract with a third-party that would restrict the nature, quality, standard of care or service levels applicable to delivery of the ProviderServices to be provided by the Provider to the Recipient, the Provider shall promptly send a written notice to notify the Recipient of any such potential violation. The Parties each agree restriction (which notice shall in any event precede any change to, or reduction in, the nature, quality, standard of care or service levels applicable to cooperate and use commercially reasonable efforts to obtain any necessary third-party consents required under any existing contract or agreement with a third party to allow the Provider to perform or cause to be performed any Service in accordance with the standards set forth in this Section 5.01. Any out-of-pocket costs and expenses incurred by either Party in connection with obtaining any such third-party consent that is required to allow the Provider to perform or cause to be performed any Service shall be solely the responsibility delivery of the Recipient. If, with respect to a Service, the Parties, despite the use of Services resulting from such commercially reasonable efforts, are unable to obtain a required third-party consent, or the performance of such Service by the Provider would continue to constitute a violation of applicable Laws, the Provider shall restriction) and use commercially reasonable efforts in good faith to provide such Services in a manner as closely as possible to the standards described in this Section 5.01 that would apply absent 7.01, and the exception provided for Parties shall negotiate in good faith an amendment to the first sentence of this Section 5.01(b)applicable Schedule to reflect any such new arrangement.