Common use of Standard of Service Clause in Contracts

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 ‎1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Datedate of this Agreement, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Datedate of this Agreement, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Service Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of providing the Services under this Agreement, it will: (i) provide the Services to Service Recipient in a substantially similar manner and provide substantially the same level of service and degree of care and diligence, as the Services (A) were provided to the Company Entities in the 12-month period immediately prior to the Commencement Date and (B) are provided to the Service Provider’s Affiliates; (ii) act in all material respects with the care, skill, loyalty, prudence and diligence under the circumstances then prevailing that a first class manager or service provider experienced in such form matters would use in the conduct of a similar enterprise; (iii) discharge its duties with respect to Service Recipient in accordance with applicable law; (iv) act in good faith; and (v) provide the Services in accordance with the scope, quality and other material service levels and standards set forth on Exhibit A, as applicable. Notwithstanding the foregoing, Service Provider shall not: (x) be required to provide any Services with a greater standard of care than that with which Service Provider and its Affiliates provide services to their respective Affiliates and internal organization; and (y) owe any fiduciary duty or obligation to Service Recipient or its Affiliates. (b) All Services provided hereunder shall approvebe principally provided by Service Provider as set forth herein; provided, that, all Services shall be subject to general oversight by Service Recipient, and, where noted, subject to the prior approval of Service Recipient. This Agreement provides no authority for Service Provider to bind Service Recipient or any Company Entity to any agreement, arrangement or other action. In all instances, Service Provider shall bring any potential written agreement underlying any Service to Service Recipient for discussion with, and approval by, Service Recipient. (c) Service Provider shall use not sub-contract or delegate any or all of its best efforts managerial responsibilities under this Agreement to provide for employees or contractors a third party without the prior written consent of Service Recipient, which consent may be withheld in Service Recipient’s sole discretion. Notwithstanding the preceding sentence, with respect to perform each of the Company Properties, upon request of Service Recipient, Service Provider shall assist Service Recipient’s sub-contracted property management, leasing and similar service providers. In providing such assistance, Service Provider shall assist in facilitating the operational effectiveness of such property management, leasing and similar service providers on behalf of Service Recipient. As part of the Services, each Service Provider, upon the request of whose namesService Recipient, positions, shall arrange for and respective levels coordinate certain services of experience other professionals and relevant licenses shall consultants that may be set out reasonably required from time to time in Exhibit A attached hereto (collectively, connection with the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of ProviderServices. (d) Service Provider or Service Recipient acknowledges shall promptly notify Service Recipient or Service Provider, as applicable, of any event or circumstance of which such Party or any of its representatives has knowledge that this Agreement does not create causes, or is reasonably likely to cause, a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) material disruption in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider Seller represents, warrants and agrees that the Services shall be provided performed in good faitha professional and workmanlike manner with the same general degree of care, skill and diligence as Seller performs such services within Seller’s organization; provided, however, that in no event shall Seller be required to employ higher standards than those employed by Seller in performing such similar activities for itself, but in no event less than a reasonable degree of care. Seller agrees to assign sufficient resources and qualified personnel as are reasonably required to perform the Services and support Company’s and its Subsidiaries’ transition to its or their internal organization or to alternate third-party sources in accordance with applicable law the standards set forth in the preceding sentence, which resources and personnel shall not be of a number or skill level that is less than what has historically been provided by Seller to the Service Recipients. It is understood and agreed that the employees of Seller are not professional providers to third parties of the types of services included in a manner generally consistent with the historical provision of the Services and with that Seller’s employees performing the same standard of care as historically Services may have other responsibilities and may not be dedicated full-time to performing the Services; provided, however, that such other responsibilities shall not excuse Seller from performing its obligations under this TSA. (b) Provider shall maintain complete Seller represents and accurate records relating warrants that, other than those agreements that require third-party consent to the provision provide as part of the Services (including as described in Section 1.05(b)), the execution and delivery by Seller of, and the consummation by Seller and its Affiliates of the transactions contemplated by, this TSA, and compliance with the terms hereof by Seller and its Affiliates, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) give any third party the right to modify, terminate or accelerate any obligation under this Agreement, or (iv) result in such form as Recipient shall approvea violation of any Law or agreement to which Seller or any of its Affiliates is subject. (c) Provider shall use its best efforts Except as expressly set forth in Section 1.03(a) through Section 1.03(b), Seller makes no representations or warranties in this TSA of any kind, implied or expressed, with respect to provide for employees or contractors to perform the Services, each including, without limitation, no warranties of whose namesmerchantability or fitness for a particular purpose, positions, which are specifically disclaimed. Company acknowledges and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges agrees that this Agreement TSA does not create a fiduciary relationship, partnership, joint venture or relationships relationship of trust or agency between the Parties parties and that all Services are provided by Provider Seller as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) . Company acknowledges and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with do not include the terms exercise of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractorbusiness judgment or general management for Company. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.

Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law Law and, except as specifically provided in the Service Exhibits and this Section 1.02, in a manner generally consistent with the historical provision conduct of the Services and with the same standard of care as historically providedutilized. Subject to Section 1.03, Provider agrees to (a) assign sufficient resources and qualified personnel as are reasonably required to perform the Services and (b) use commercially reasonable efforts to cause any applicable third-party providers to provide or to permit Provider to provide Services to Buyer in accordance with the standards set forth in the preceding sentence. (b) Except as expressly set forth in Section 1.02(a), Provider shall maintain complete makes no representations and accurate records relating warranties of any kind, implied or expressed, with respect to the provision of the Services under this Agreement, in such form as Recipient shall approve. (c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each including, without limitation, no warranties of whose namesmerchantability or fitness for a particular purpose, positions, which are specifically disclaimed. Buyer acknowledges and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges agrees that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties parties and that all Services are provided by Provider as an independent contractor. (ec) Notwithstanding anything to the contrary in this Section 1.2: (a) in Agreement or the event that Service Exhibits, neither Provider uses any subcontractors nor its Affiliates shall be obligated to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintainprovide, or cause to be maintainedprovided, any Service (or portion thereof) to the extent performance of such Service (or portion thereof) would require Provider or any of its Affiliates to violate or breach (a) any applicable Law, (b) any contract with a third party or (c) changes to such Person’s written policies and procedures generally applicable to its other businesses or customers which are made after the Closing Date and which are necessary to (x) comply with applicable Law or (y) reasonably respond to a reasonably plausible security threat; provided, that for the avoidance of doubt, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintainsshall continue to be obligated to provide, or causes cause to be maintainedprovided, as of any such Services (or portions thereof) to the Effective Date, extent that doing so would not result in any such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenanceviolation or breach.

Standard of Service. (a) The Service Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. providing (bor causing others to provide) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, it shall (and shall cause each affiliate or advisor and, to the extent practicable, any or other third-party service provider to): (i) conduct itself in accordance with (A) standards of quality consistent with the standards applied by the Service Provider as of the Effective Date with respect to the specific matters in question, and (B) standards of quality consistent with those applied by the Service Provider hereafter (or in the event of provision of Services by an unaffiliated third party, at the time of entry into such form subcontract) with respect to the specific matters in question in its own business; (ii) comply in all material respects with all laws, regulations and orders applicable to the conduct of the activities contemplated hereby; and (iii) comply in all material respects with any applicable standards, procedures, policies, operating guidelines, practices and instructions set forth in the Exhibits, describing the relevant Services. Notwithstanding the foregoing, it shall not be deemed to be a breach of this Agreement if the Service Provider fails to meet the standards required under this Section 1.6 because of the failure of a Service Recipient to cooperate with or provide information or services to the Service Provider as Recipient shall approverequired under this Agreement. (ca) In addition to the provisions of Section 1.6, if a Service Recipient desires a higher quality of the Services than the Service Provider shall use its best efforts is otherwise obligated to provide pursuant to Section 1.6 or any of the other provisions of this Agreement, including the Exhibits, such Service Recipient will be entitled to receive such higher level of quality after giving no less than 30 days’ prior written notice to the Service Provider if (i) such Service Recipient agrees to pay for employees or contractors to perform the Services, each of whose names, positions, all additional Actual Costs associated with such increased level and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the “Provider Representatives”). Provider may not make any change ii) in the Provider Representatives without the prior consent sole judgment of the Recipient. Provider Representatives shall be dedicated to solely providing Service Provider, such increased level does not impose an additional burden on the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Service Provider. (db) The Service Provider shall promptly notify the relevant Service Recipient acknowledges of any event or circumstance of which the Service Provider or any of its representatives has knowledge that this Agreement does not create would or would be reasonably likely to cause a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) disruption in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance.