Standard of Performance; Standard of Care. (i) The Provider will use its commercially reasonable efforts to provide and cause its Affiliates to provide the Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient immediately prior to the date hereof; provided, however, that nothing in this Agreement will require the Provider to prioritize or otherwise favor the Recipient over any third parties or any of the Provider’s or the Provider’s Affiliates’ business operations. The Recipient acknowledges that the Provider’s obligation to provide the Services is contingent upon the Recipient (A) providing in a timely manner all information, documentation, materials, resources and access requested by the Provider and (B) making timely decisions, approvals and acceptances and taking in a timely manner such other actions requested by the Provider, in each case that the Provider (in its reasonable business judgment) believes is necessary or desirable to enable the Provider to provide the Services; provided, however, that the Provider requests such approvals, information, materials or services with reasonable prior notice to the extent practicable. Notwithstanding anything to the contrary herein, the Provider shall not be responsible for any failure to provide any Service in the event that the Recipient has not fully complied with the immediately preceding sentence. The parties acknowledge and agree that nothing contained in the Schedule will be deemed to (A) increase or decrease the standard of care imposed on the Provider, (B) expand the scope of the Services to be provided as set forth in Section 2, except to the extent that the Schedule references a Service that was not provided immediately prior to the date hereof, or (C) limit Sections 5(a) and 5(b).
(ii) In providing the Services, except to the extent necessary to maintain the level of Service provided on the date hereof (or with respect to any Additional Service, the agreed-upon level), the Provider will not be obligated to: (A) hire any additional employees or (B) purchase, lease or license any additional equipment, software or other assets; and in no event will the Provider be obligated to (x) maintain the employment of any specific employee or (y) pay any costs related to the transfer or conversion of the Recipient’s data to the Provider or any alternate supplier of Services. Further, the Provider will have the right to designate which personnel ...
Standard of Performance; Standard of Care. Each of NACCO and Hyster-Yale will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NACCO, Hyster-Yale or their respective Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. Patriot will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by Patriot or its Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all Applicable Laws.
Standard of Performance; Standard of Care. (i) The Providing Party shall perform and cause its Affiliates to perform all Services in a manner which is substantially similar in nature, quality and timeliness to the services provided by the applicable Provider to the applicable Recipient prior to Contribution Date.
(ii) The Providing Party shall, and shall cause its Affiliates to, perform its duties and responsibilities hereunder in good faith based on their past practices. No member of the Providing Party's Group shall be liable or held accountable, in damages or otherwise, for any error of judgment or any mistake of fact or law or for anything that any member of the Providing Party's Group does or refrains from doing, except in the case of their gross negligence or wilful misconduct.
(iii) Nothing in this Agreement shall require the Providing Party to perform or cause to be performed any Service in a manner that would constitute a violation of applicable laws, including the Foreign Corrupt Practices Act.
Standard of Performance; Standard of Care. NMHG will perform, or will cause to be performed, the Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NMHG or its Subsidiaries prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. NACCO will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by NACCO or its Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. Each of Parent and Hampton will perform, or will cause to be performed, the Transition Services (a) in such manner as is substantially similar in nature, quality and timeliness to the services provided by Parent, Hampton or their respective Subsidiaries, as applicable, prior to the date hereof and (b) in accordance with all applicable Laws.
Standard of Performance; Standard of Care. (i) BMS shall perform and cause its Affiliates to perform all Services in a manner which is substantially similar in nature, quality and timeliness to the services provided to the Business for the twelve (12)-month period immediately prior to the Effective Date.
(ii) BMS shall, and shall cause its Affiliates to, perform its duties and responsibilities hereunder in good faith based on its past practices. Notwithstanding anything to the contrary herein, neither BMS nor any of its Affiliates shall be liable or held accountable, in damages or otherwise, for any error of judgment or any mistake of fact or law or for anything which any of BMS or any of its Affiliates does or refrains from doing, except in the case of their gross negligence or willful misconduct.
(iii) Nothing in this Agreement shall require BMS or its Affiliates to perform or cause to be performed any Service in a manner that would constitute a violation of applicable Law.
(iv) The performance of any Service by BMS or any of its Affiliates is contingent on the provision by Purchaser and its Affiliates during the applicable Service Period (including any extension period thereof) of information, materials, products and like items in a manner substantially similar in nature, quality and timeliness to the information, materials, Products and like items provided by the Business to BMS and its Affiliates from January 1, 2012 to the Effective Date.
Standard of Performance; Standard of Care. (a) Subject to other provisions in this Separation Agreement, P&G shall, and shall cause its Affiliates to, perform its duties and responsibilities hereunder with the same degree of diligence and care that a reasonably prudent provider of the Separation and Separation Projects would employ if servicing its own business and, in any event, in a manner consistent in all material respects with past practices, its usual policies and procedures (including those relating to applicable specifications of material and installed equipment and engineering and architectural design) and the usual and customary practices, codes and standards for the Separation and Separation Projects, and in accordance with all Applicable Laws.
(b) P&G shall be responsible to ensure that all work shall be completed in a workmanship like manner and in compliance with all applicable regulations, ordinances, building codes and other Applicable Laws and, to the extent required by law, all work shall be performed by individuals duly licensed and authorized by law to perform said work. P&G shall further ensure that it or each contractor selected by it, shall obtain all appropriate permits related to each Separation Project and necessary for the work to be performed. Nothing in this Agreement shall require P&G or any of its Affiliates to perform the Separation in a manner that would constitute a violation of Applicable Laws.
(c) P&G and each contractor selected by it, shall keep the JMS's Plant free from accumulation of waste material, debris and rubbish and at the completion of the work such contractor shall remove from JMS's Plant all rubbish, debris, implements and surplus materials and leave JMS's Plant broom-clean.
(d) P&G shall perform and observe, or cause its agents and contractors to perform for the benefit of each other, all obligations and requirements required of such contractor by law in relation to itself and its employees, including but not limited to paying all necessary wages, superannuation payments, taxes (including GST), duties and imposts and taking out and continuing all necessary insurances including compliance with the Accident Compensation Act 1985 by registration as an employer and the payment of any Work Cover premium required to be paid thereunder.
(e) P&G and each contractor selected by it for any portion of any of the Separation Projects to be performed on JMS's parcel, shall be adequately insured (including through self-insurance by P&G) for injury to its employee...
Standard of Performance; Standard of Care. Unless otherwise specified in this Agreement or any SOW, the Services will be performed initially in substantially the same manner that the Services were generally performed by Service Provider for the Customer business immediately prior to the Effective Date, and thereafter will continue to be performed in substantially the same manner as Service Provider generally performs such services for its own retained businesses, except to the extent the Services are limited or changed to reflect the separation of Customer’s and Service Provider’s businesses as contemplated by the Separation Agreement. In no event will Service Provider be required to make any customization to the Services (or Service Provider’s associated systems or processes) that are unique to Customer, beyond the customizations that Service Provider elects to make to support its own shared services environment. Service Provider reserves the right to make changes to the Services in the ordinary course of business including with respect to Service Provider’s planned maintenance activities. The provision of the Services will be subject, in all cases, to Customer’s compliance in all material respects with Service Provider’s then-current work processes, policies and procedures for the Services and in compliance with all material Laws. Notwithstanding the foregoing, Service Provider has no obligation to perform its obligations pursuant to this Section in a manner that exceeds Service Provider’s past practices, policies and procedures for Services. Nothing in this Agreement shall require Service Provider or any of its Affiliates to perform the Services in a manner that would constitute a violation of applicable Laws.
