General Standards of Performance. Seller shall use commercially reasonable efforts to provide (and cause its Affiliates to provide) the Services with at least the same level of skill, quality, care, timeliness, and cost-effectiveness as such services, functions, equipment and tasks existed or were performed prior to the date of execution of the Asset Purchase Agreement. Seller shall use commercially reasonable efforts to comply (and cause its Affiliates to comply) with all applicable federal, state, and local laws and regulations in Seller’s performance of the Services, and, subject to the Conditions Precedent, Seller shall use commercially reasonable efforts to maintain all applicable permits and licenses that Seller has in place as of the Effective
General Standards of Performance. (a) The Contractor shall execute the contract with due diligence and efficiency, conform to a high standard of moral and ethical conduct and in accordance with best professional practices. The Goods should be provided with full regard to expediency and quality.
General Standards of Performance. Service Provider will provide the Services to Recipient with at least the same level of skill, quality, care, timeliness, and cost-effectiveness as such services, functions, and tasks were performed for Service Provider’s own purposes prior to the date of execution of the APA. At a minimum, Service Provider will perform the Services in a timely and professional manner and in accordance with industry standards for services of the type performed. Service Provider will comply with all applicable international, federal, state, and local laws and regulations, and will obtain all applicable permits and licenses, in connection with its obligations under this Agreement.
General Standards of Performance. Neuromed will provide, and will cause its Affiliates to provide, the Transition Services with at least the same level of skill, quality, care, timeliness and cost-effectiveness as such services, functions and tasks were performed by Neuromed and/or its Affiliates internally prior to the Closing Date and in a manner that would be reasonably expected to enable Mallinckrodt to conduct the Business related to the Transferred Assets after the Closing. Neuromed will perform, and will cause its Affiliates to perform, the Transition Services in a timely and professional manner and in accordance with industry standards for services of the type performed. Neuromed will comply, and will cause its Affiliates to comply, with all applicable Laws and will obtain all applicable Governmental Permits in connection with the performance of the Transition Services under this Agreement.
General Standards of Performance. Conservancy and County acknowledge that they are entering into this Agreement in good faith. Each Party agrees to use its reasonable efforts, skill and judgment in all matters arising under this Agreement, and to cooperate in good faith with the other Party and other Responsible Entities. Conservancy agrees to perform its duties and obligations in an efficient, expeditious and professional manner, consistent with the terms and provisions of this Agreement.
General Standards of Performance. Without limiting any obligation to meet any specific requirement of this Agreement, Provider shall provide (and, as applicable, shall cause its Affiliates to provide) the Services with at least the same level of skill, quality, care, timeliness, priority, volume, amount, detail, and cost-effectiveness as (a) such services, functions and responsibilities were performed for the Business immediately prior to the date of execution of the APA, (b) is sufficient to meet, and in the case of Business Customer Contracts assigned to any member of the Recipient Group under the APA or this Agreement, to enable the Recipient Group to meet, the requirements of each Business Customer Contract (including with respect to uptime, other service level requirements, and security certifications), and (c) is sufficient to conduct the Business after the Effective Date consistent with the manner the Business was conducted immediately prior to the date of execution of the APA. At a minimum, and without limiting any other obligations under this Agreement, Provider shall (y) perform (and cause its Affiliates to perform) the Services in a timely and professional manner and (z) comply (and cause its Affiliates to comply) with all applicable Legal Requirements and Consents in performance of Provider’s obligations under this Agreement.
General Standards of Performance. FairMarket will provide the Services with at least the same level of skill, quality, care, timeliness and cost-effectiveness as such services, functions, and tasks: (a) were performed prior to the date of the Asset Purchase Agreement; and (b) are required to be performed under the Transferred Customer Contracts, the Terminated Agreement Obligations, and the New Contracts (including any service level requirements under any of the foregoing, provided that the service level requirements in any of the New Contracts do not exceed those included in the agreement described in Schedule H). In addition, FairMarket will perform the Services in accordance with such standards and milestones as may be agreed by the parties. FairMarket will comply, in all material respects, with all applicable federal, state and local laws and regulations, and will obtain all applicable permits and licenses, in connection with its obligations under this Agreement.
General Standards of Performance. Each Party will provide (and cause its designees to provide) the VIVUS Services or MEDA Services, as applicable, with at least the same level of skill, quality, care, timeliness, and cost-effectiveness as if such services, functions, and tasks were performed for such Party’s own purposes. At a minimum, each Party will perform (and cause its designees to perform) the VIVUS Services or MEDA Services, as applicable, in a timely and professional manner and in accordance with industry standards for services of the type performed. Except as set forth in this Agreement, each Party understands * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. * [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. and agrees that the other Party shall provide the VIVUS Services or MEDA Services, as applicable, using its existing assets and personnel, and shall not, except as otherwise agreed in writing, be obligated to perform any service (a) that would require such Party to acquire or use any other assets, equipment or software or employ (whether as employees or contractors) any additional personnel or (b) to the extent provision of such service materially interferes in the aggregate with the operations of such Party’s business. Each Party will comply (and cause its Affiliates to comply) with all applicable international, federal, state, and local laws and regulations, and will obtain all applicable permits and licenses, in connection with its obligations under this Agreement.
General Standards of Performance. (a) The Implementing Partner shall be entirely responsible for compliance with the following requirements and standards:
General Standards of Performance. Each Party will provide (and cause its designees to provide) the VIVUS Services or MEDA Services, as applicable, with at least the same level of skill, quality, care, timeliness, and cost-effectiveness as if such services, functions, and tasks were performed for such Party’s own purposes. At a minimum, each Party will perform (and cause its designees to perform) the VIVUS Services or MEDA Services, as applicable, in a timely and professional manner and in accordance with industry standards for services of the type performed. Except as set forth in this Agreement, each Party understands and agrees that the other Party shall provide the VIVUS Services or MEDA Services, as applicable, using its existing assets and personnel, and shall not, except as otherwise agreed in writing, be obligated to perform any service (a) that would require such Party to acquire or use [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. any other assets, equipment or software or employ (whether as employees or contractors) any additional personnel or (b) to the extent provision of such service materially interferes in the aggregate with the operations of such Party’s business. Each Party will comply (and cause its Affiliates to comply) with all applicable international, federal, state, and local laws and regulations, and will obtain all applicable permits and licenses, in connection with its obligations under this Agreement.
