Standard of Performance; Standard of Care. (a) 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 Article 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 5.1 and 5.2.
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.
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. Orbital ATK shall perform, or cause its Affiliates to perform, as applicable, the Services at a level of quality and in a manner generally consistent with past practice over the 12 month period prior to the Distribution, but in no event at a quality level lower than that generally provided by Orbital ATK or its Affiliates to the ATK Business. In furtherance of the foregoing, Vista Outdoor acknowledges that, in connection with performing the Services hereunder, Orbital ATK shall have no obligation to change, or to cause any of its Affiliates to change, any practices or processes used by it prior to the Distribution in performing the Services prior to the Distribution. Nothing in this Agreement shall require Orbital ATK to take or refrain from taking, or cause its Affiliates to take or refrain from taking, any action that, in Orbital ATK’s reasonable judgment, could reasonably be expected to result in any breach or violation of any Law, license or permit or, subject to Section 2.08, any Contract to which Orbital ATK or any of its Affiliates is a party. Notwithstanding anything to the contrary contained herein or set forth on the Schedules hereto, with respect to any and all Services related to employee benefit plans, programs, and arrangements, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for the benefit of current or former employees (or their eligible dependents) or other service providers of Vista Outdoor and its Subsidiaries (the “Plans”), (i) the scope of Orbital ATK’s authority is limited to performing ministerial responsibilities for the Plans, including routine administrative and other non-discretionary services, and (ii) in no event shall Orbital ATK have responsibility for any fiduciary functions, exercise any fiduciary authority or control, or be required to take any action to cause it to be considered a fiduciary with respect to the Plans, for ERISA purposes or otherwise. The Parties acknowledge that (i) Orbital ATK is not and shall not be a sponsor, fiduciary, or administrator (as defined in ERISA) of any of the Plans, (ii) Orbital ATK does not owe any fiduciary duties to Vista Outdoor or any of its Affiliates, or any other party, and (iii) Vista Outdoor and its Subsidiaries shall retain all fiduciary responsibility and authority, and shall be the sponsor and named fiduciary (as defined in ERISA), with respect to the Plans.
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. 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.
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.
