Common use of Standard of Performance; Scope of Service Clause in Contracts

Standard of Performance; Scope of Service. (a) Except as explicitly set forth in any Schedule hereto, each Service Provider shall provide or procure the provision of the Services it has agreed to provide or procure hereunder (i) in good faith, in a professional, timely and workmanlike manner and with reasonable care, (ii) in the same form in which such Services were provided prior to the Effective Date and (iii) up to the overall standards of quality (including, but not limited to, performance standards and service level agreements (if any)) and availability at which such Services were provided prior to the Effective Date, in each case unless otherwise agreed to by the Parties in writing. (b) Notwithstanding anything to the contrary contained in this Agreement, no Service Provider shall be obligated to provide or procure the provision of, or cause any of its Subsidiaries to provide or procure the provision of, any Service to the extent the provision of such Service would violate (i) any agreement or license with a third party to which such Service Provider or any of its Subsidiaries is subject as of the Effective Date due to a change in the beneficial ownership of FHI or (ii) any Applicable Law. Each Service Provider shall use its commercially reasonable efforts to make or obtain any approvals, agreements, permits, consents, waivers and licenses from any third parties that are necessary to permit any affiliated Service Provider to provide or procure the provision of the applicable Services under this Agreement; provided that, to the extent such Service Provider incurs any cost or expense in connection with obtaining any such approvals, agreements, permits, consents, waivers and licenses and provides reasonable evidence of such costs or expenses, the Parties shall work in good faith to allocate such costs between the Parties in writing.

Standard of Performance; Scope of Service. (a) Except as explicitly set forth in any Schedule hereto, each Service Provider shall provide or procure the provision of the Services it has agreed to provide or procure hereunder (i) in good faith, in a professional, timely and workmanlike manner faith and with reasonable care, (ii) in the same form in which such Services were provided prior to the Effective Date a professional and workmanlike manner and (iii) up in all material respects at least to the overall standards of quality (including, but not limited to, performance standards and service level agreements (if any)) and availability standard at which such Services were provided during the 12-month period immediately prior to the Effective Date, as applicable, in each case unless otherwise agreed to by the Parties in writing. (b) Notwithstanding anything to the contrary contained in this Agreement, no Service Provider shall be obligated to provide or procure the provision of, or cause any of its Subsidiaries to provide or procure the provision of, any Service to the extent the provision of such Service would violate (i) any agreement or license with a third party to which such Service Provider or any of its Subsidiaries is subject as of the Effective Date due to a change in the beneficial ownership of FHI AEH or (ii) any Applicable Law. Each Service Provider shall use its commercially reasonable efforts and, to the extent applicable, negotiate in good faith, to make or obtain and maintain any approvals, agreements, permits, consents, waivers and licenses from any third parties that are necessary to permit any affiliated Service Provider Party or its Subsidiaries to provide or procure the provision of the applicable Services under this Agreement; provided that, to the extent such Service Provider incurs that any cost or expense reasonable and documented out-of-pocket costs and expenses (if any) incurred by either Party in connection with obtaining any such approvals, agreements, permits, consents, waivers and licenses and provides reasonable evidence shall be borne by the Service Recipient. (c) Subject to the terms of such costs or expensesthis Agreement, the Parties reserve the right, in their roles as Service Providers, to make reasonable changes to (i) the manner in which Services are provided, (ii) the location from which the Services are provided and (iii) the personnel involved in the provision of the Services, but in each case only the extent such changes do not result in a breach of the standard of performance set forth in this Section 2.5. Further, no Party shall work be obligated to acquire or maintain the ownership of any specific additional equipment or software, but only to the extent the failure to do so does not result in good faith a breach of the standard of performance set forth in this Section 2.5. (d) In the event that a Third-Party Contract underlying a Service expires during the term of this Agreement, the Party providing such Service and its Subsidiaries shall have no obligation to allocate renew or renegotiate such costs between the Parties in writingThird-Party Contract.