Standard of Transition Services. Each Provider shall provide each Transition Service under this Agreement with same skill, quality, level of service, scope and volumes that the Transition Services were provided to the Business in the ordinary course of business and consistent with past practices immediately prior to the Closing Date. Each Recipient understands and agrees that Provider is not in the business of providing transition services to third parties, and under no circumstances shall a Provider be held accountable to a higher standard of care or one that is appropriate for a party in the business of furnishing transition or similar services to third parties. Notwithstanding any other provision of this Agreement, no Provider shall be required to perform or make available, nor shall any Provider be liable under this Agreement for any failure to perform or make available, any Transition Services or for the nature, volume, quality or standard of care at which Transition Services are provided, in each case, to the extent the provision or availability of such Transition Services would, in the opinion of a Provider’s counsel, violate, breach or conflict with its obligations under any Legal Requirement or any license, contract or other agreement applicable to such Transition Services or by which such Provider or any of its Affiliates is bound. If there is any restriction on any Provider under any Legal Requirement or any existing license, contract or other agreement with a third party that would restrict the nature, volume, quality or standard of care applicable to delivery of the Transition Services to be provided by a Provider to Recipient, such Provider shall use commercially reasonable efforts in good faith to provide such Transition Services in a manner as closely as possible to the standards described in this Section 2.5 without violating such restriction.
Standard of Transition Services. In providing the Transition Services, the Provider and its Affiliates, and their employees, officers, directors and agents, shall (i) comply with all applicable laws, rules and regulations, (ii) provide the Transition Services in the same manner and at the same standard pursuant to which such services were being provided with respect to the Business (in the case of Unimin as Provider) or the business of Unimin (in the case of SNA as Provider) in the year period prior to the Closing, and (iii) provide the Transition Services in a professional and workmanlike manner, using personnel with sufficient training and expertise in providing the Transition Services. The Provider and the Recipient shall cooperate with each other in good faith to determine the additional details concerning the exact means of providing the Transition Services or any additional transition services that Recipient deems is reasonably necessary to conduct the Business or the business of Unimin, as applicable.
Standard of Transition Services. In providing the Transition Services, the Provider and its Affiliates, and their employees, officers, directors and agents, shall (i) comply with all applicable laws, rules and regulations, (ii) provide the Transition Services in the same manner and at the same standard pursuant to which such services were being provided with respect to the Business in the year period prior to the Closing, and (iii) provide the Transition Services in a professional and workmanlike manner, using personnel with sufficient training and expertise in providing the Transition Services. The Provider and the Recipient shall cooperate with each other in good faith to determine the additional details concerning the exact means of providing the Transition Services or any additional transition services that Recipient deems is reasonably necessary to conduct the Business.
