Common use of Standard for Service Clause in Contracts

Standard for Service. Except as otherwise provided in this Agreement or the Schedules, Provider agrees to provide, or cause to be provided, the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which substantially the same services were performed by or on behalf of Provider as of three (3) months prior to the Distribution Date (or, if not so previously provided, then substantially the same nature, quality, standard of care and service levels as those applicable to similar services performed by or on behalf of Provider as of three (3) months prior to the Distribution Date); provided, however, that, subject to Section 6.02, nothing in this Agreement shall require any (a) Parent Entity to favor any SpinCo Entity’s operation of its business over any Parent Entity’s own business operation or (b) SpinCo Entity to favor any Parent Entity’s operation of its business over any SpinCo Entity’s own business operation. For the avoidance of doubt, Provider shall only provide those Services to the extent consistent with Provider’s applicable operating conditions, permits, licenses, business practices and any restrictions in any Contract with any third-party as in effect on the Distribution Date, and any changes or modifications to the foregoing, including as a result of any change in Law or requirements of any Governmental Authority, shall be considered a modification pursuant to Section 6.07. SpinCo acknowledges and agrees that certain of the Parent Services to be provided hereunder were, prior to the Distribution, performed for the Parent Entities by individuals who may no longer be employed by a Parent Entity as a result of the consummation of the transactions contemplated by the Separation Agreement. Consequently, the Parties agree to cooperate in good faith to ensure that the manner of Parent Services provided by a Parent Entity remains substantially similar to the manner in which such services were provided prior to the Distribution Date. Without limiting its obligations pursuant to this Section 6.01, Provider will not be obligated under this Agreement to (x) hire additional employees or retain specific employees or (y) purchase, lease, or license any additional software, or additional equipment or other assets.

Standard for Service. Except as otherwise provided in this Agreement or the SchedulesAgreement, Provider Seller agrees to use commercially reasonable efforts to provide, or cause to be provided, the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than substantially the same as the nature, quality, standard of care and service levels at which the substantially the same services were performed by or on behalf of Provider as of three (3) months Seller prior to the Distribution Date Closing (or, if not so previously provided, then substantially the same nature, quality, standard of care and service levels as those that applicable to similar services performed by or on behalf of Provider as of three (3) months prior to the Distribution DateSeller); provided, however, that, subject to Section 6.026.2, nothing in this Agreement shall will require any (a) Parent Seller Entity to favor any SpinCo EntityRecipient’s operation of its business over any Parent Entity’s own business operation or (b) SpinCo Entity to favor any Parent Entity’s operation of its business over any SpinCo Seller Entity’s own business operation. For the avoidance of doubt, Provider Seller shall only provide those Services to the extent consistent with ProviderSeller’s applicable operating conditions, permits, licenses, business practices and any restrictions in any Contract contract with any third-third party as in effect on the Distribution DateClosing or from time to time thereafter, and any changes or modifications to the foregoing, including as a result of any change in Law or requirements of any Governmental AuthorityEntity, shall be considered a modification pursuant to Section 6.076.6. SpinCo Recipient acknowledges and agrees that certain of the Parent Services to be provided hereunder were, prior to the DistributionClosing, performed for the Parent Seller Entities by individuals who may no longer be employed by a Parent Seller Entity as a result of the consummation of the transactions contemplated by the Separation Agreementtransactions. Consequently, the Parties agree (i) to cooperate in good faith to ensure that the manner of Parent Services provided by a Parent Seller Entity remains substantially similar to the manner in which such services were provided prior to the Distribution Date. Without limiting its obligations pursuant Closing and (ii) that such cooperation may include Recipient’s provision of the relevant employees to this Section 6.01, Provider will not be obligated under this Agreement Seller in order to (x) hire additional employees or retain specific employees or (y) purchase, lease, or license any additional software, or additional equipment or other assetsprovide such Services.