Service Noncompliance definition
Service Noncompliance has the meaning set forth in Section 2.2(a).
Service Noncompliance means the Service Provider’s failure to provide the Services in the manner set forth in Section 2.2(a) after receipt of written notice from the Service Recipient specifying the details of such noncompliance and the Service Provider’s failure to cure such noncompliance as soon as reasonably practicable but not later than thirty (30) calendar days after the Service Provider’s receipt of such notice; provided, that notwithstanding the foregoing, a Service Noncompliance shall not be deemed to occur if and to the extent the Service Provider is not able to provide the Services as a result of: (a) acts, omissions or contingencies not under its control; or (b) the Service Provider’s performance being excused under Section 2.15.
Service Noncompliance means Pluto’s failure to provide the Services in the manner set forth in this Section 2.2(a) after receipt of written notice from Spinco specifying the details of such noncompliance and Pluto’s failure to cure (if capable of being cured) such noncompliance as soon as reasonably practicable but not later than thirty (30) days after Pluto’s receipt of such notice; provided that, notwithstanding the foregoing, a Service Noncompliance shall be deemed not to occur to the extent Pluto is not able to provide the Services or cure such noncompliance as a result of (i) a Force Majeure, (ii) Spinco’s breach of this Agreement, or (iii) a Compliance Concern. Pluto shall be deemed not to be in breach of this Agreement with respect to the provision of the Services unless and until such breach constitutes Service Noncompliance.
Examples of Service Noncompliance in a sentence
Pluto shall be deemed not to be in breach of this Agreement with respect to the provision of the Services unless and until such breach constitutes Service Noncompliance.
For clarity, in no event shall any Service Noncompliance, or allegations thereof, relieve Purchaser of any of its payment obligations hereunder; provided that, the foregoing shall not constitute a waiver of Purchaser’s rights to initiate a good faith dispute with respect to the same subject to and in accordance with the terms hereof.
Spinco shall be deemed not to be in breach of this Agreement with respect to the provision of the Services unless and until such breach constitutes Service Noncompliance.
Solely with respect to the provision of the Services, and without limiting NewCo’s rights and remedies set forth herein for a breach by Pfizer of any other provision of this Agreement, neither Pfizer nor its Affiliates shall be deemed to be in breach of this Agreement unless and until such breach constitutes Service Noncompliance.
More Definitions of Service Noncompliance
Service Noncompliance means Pfizer’s failure to provide the Services in the manner set forth in Section 2.2(a) after receipt of written notice from the Company specifying the details of such noncompliance and Pfizer’s failure to cure such noncompliance as soon as reasonably practicable but not later than fifteen (15) Business Days after Pfizer’s receipt of such notice; provided, that notwithstanding the foregoing, a Service Noncompliance shall not be deemed to occur if and to the extent Pfizer is not able to provide the Services as a result of (i) acts, omissions or contingencies not under its control or (ii) the Company’s breach of this Agreement.
Service Noncompliance means, subject to Section 2.5, Seller Parent’s failure to provide the Services in the manner set forth in this Section 2.2(a) after receipt of written notice from Purchaser specifying the details of such noncompliance and Seller Parent’s failure to cure such noncompliance as soon as reasonably practicable following Seller Parent’s receipt of such notice, but in any event within five (5) Business Days following Seller Parent’s receipt of such notice (or such shorter period of time if reasonably possible and required for Purchaser to comply with applicable Law); provided that, a Service Noncompliance shall be deemed to not occur to the extent that Seller Parent is not able to provide the Services either as a direct result of (1) a force majeure event under Section 9.15 or (2) Purchaser’s breach of this Agreement; and provided further that the failure to cure such Service Noncompliance shall not be a breach hereunder, and instead, shall be referred by the Parties to the SteerCo Leads in accordance with Section 3.1(e).
Service Noncompliance means Provider’s failure to provide the Services in the manner set forth in Section 2.2(a) after receipt of written notice from Recipient specifying the details of such noncompliance and Provider’s failure to cure such noncompliance as soon as reasonably practicable but not later than thirty (30) Business Days after Provider’s receipt of such notice; provided, however, if such failure to provide the Services is not curable within thirty (30) Business Days, Service Noncompliance shall not be deemed to occur so long as Provider uses good faith reasonable efforts to cure such failure; provided, further, that notwithstanding the foregoing, a Service Noncompliance shall not be deemed to occur if and to the extent Provider is not able to provide the Services as a result of (i) acts, omissions or contingencies not under its control, (ii) Recipient’s breach of this Agreement or (iii) Recipient’s refusal to consent to Third-Party Costs.
Service Noncompliance has the meaning set forth in Section 2.2(a)(i). “Service Period” has the meaning set forth in Section 7.1. “Services” has the meaning set forth in Section 2.1. “Set-Up Costs” means costs and expenses incurred by or on behalf of Seller Parent and its Affiliates after the Effective Date in connection with preparation activities to make the Services available to Purchaser, but excluding costs and expenses that would have been incurred by Seller Parent or its Affiliates after the Closing irrespective of whether this Agreement or the Purchase Agreement is entered into by the Parties. “SteerCo Leads” has the meaning set forth in Section 8.1(b). “Term” has the meaning set forth in Section 7.1. “Third Party Claim” has the meaning set forth in Section 5.2(a). “Transition Plan” has the meaning set forth in Section 2.7. “Transition Representative” has the meaning set forth in Section 2.6. “Treasury Policy, Procedure or Practice” has the meaning set forth in Section 2.14. “TSA Steering Committee” has the meaning set forth in Section 8.1(a). “Working Capital Prepayment” has the meaning set forth in Section 3.5.
Service Noncompliance means Pfizer’s failure to provide any of the Services or Pfizer’s failure to perform the Services in accordance with or in the manner set forth in Section 2.2, in each case after receipt of written notice from NewCo specifying the details of such noncompliance and Pfizer’s failure to cure such noncompliance as soon as reasonably practicable but not later than [***] days after Pfizer’s receipt of such notice; provided that, notwithstanding the foregoing, a Service Noncompliance shall not be deemed to have occurred if Pfizer is unable to provide the Services as a result of (i) the divestiture of any assets or the transfer of any personnel by Pfizer or its Affiliates to NewCo pursuant to the Contribution Agreement, (ii) a Force Majeure Event, or (iii) NewCo’s breach of this Agreement. Solely with respect to the provision of the Services, and without limiting NewCo’s rights and remedies set forth herein for a breach by Pfizer of any other provision of this Agreement, neither Pfizer nor its Affiliates shall be deemed to be in breach of this Agreement unless and until such breach constitutes Service Noncompliance.