Quantity and Nature of Service. Except as otherwise provided in this Agreement, there will be no change in the scope or level of, or use by, LE of Services during the Service Period (including changes requiring the hiring or training of additional employees by SRC) without the mutual written agreement of the Parties and adjustments, if any, to the charges for such Services; provided, however, SRC may make changes from time to time in the manner of performing Services (including changes to its, its Affiliates’, and its Personnel’s systems without LE’s consent), notwithstanding that specific third party contractors (at times referred to as “Vendors”) may be listed on Appendix #2). LE will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the operation of the LE Shops.
Quantity and Nature of Service. Except as otherwise provided in this Agreement, there will be no change in the scope or level of, or use by, LE of Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties and adjustments, if any, to the charges for such Services. However, SHMC may make changes from time to time in the manner of performing Services (including changes to its, its Affiliates’ and its Personnel’s systems without LE’s consent), whether the Services are provided by SHMC through its employees, through Vendors that are described on Appendix #2, or through shared contracts that are described in Appendix #5. Notwithstanding anything in this Agreement to the contrary, SHMC will not provide any legal services or legal advice to LE. LE is not entitled to rely on SHMC for legal advice or counsel, and any advisory communications given by SHMC to LE is not to be construed as legal advice. LE will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of LE’s business as it is operated on the day before the Effective Date.
Quantity and Nature of Service. Except as otherwise provided in Section 5 or this Section 6(a), there will be no material increase in the scope or level of, or use by, LE of Services during the Term (including changes requiring the hiring or training of additional employees by SHGS) without the mutual written agreement of the parties and adjustments, if any, to the charges for such Services; provided, however, SHGS may make changes from time to time in the manner of performing Services, subject to the other terms of this Agreement. The preceding sentence does not limit LE’s ability to adjust order volume, subject to its obligation for the Minimum Commission. LE will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of LE’s internal business.
Quantity and Nature of Service. Except as otherwise provided in this Agreement, and subject to Section 1.03 and Section 3.02 without the mutual written agreement of the Parties, there shall be no change in the scope or level of, or use by, Recipient of the Services during the Term (including changes requiring the hiring or training of additional employees by the Service Provider) and no adjustments to the charges for such Services. Recipient shall not resell any Services or provide the Services to any joint venture in which it participates or any non-wholly owned Subsidiary.
Quantity and Nature of Service. OSH acknowledges that the quantity and nature of each Service to be provided by SHMC will be substantially consistent with the level of such services provided by Sears Xxxxxxx to OSH prior to the date hereof. Except as otherwise provided in Section 1.01 or this Section 1.02, there will be no material change in the scope of, or use by OSH of, Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties and adjustments, if any, to the charges for such Services; provided, however, SHMC may make changes from time to time in the manner of performing Services, if SHMC is making similar changes in performing or the performance of the same or substantially similar services for itself or its Affiliates. OSH will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary or otherwise use the Services in any way other than in connection with the conduct of OSH’s internal business consistent with past practice with Sears Xxxxxxx.
Quantity and Nature of Service. Except as otherwise provided in this Agreement, there shall be no change in the scope or level of, or use by, Seritage of the Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties and adjustments, if any, to the charges for such Services. However, SHMC may make changes from time to time in the manner of performing Services (including changes to its, its Affiliates’ and its Personnel’s systems) without Seritage’s consent, whether the Services are provided by SHMC through its or its Affiliates’ employees or any third party provider contracted by SHMC or its Affiliates (a “Vendor”). Notwithstanding anything in this
Quantity and Nature of Service. Unless otherwise agreed by the parties in writing, Seller shall perform the Transition Services with no less than substantially the same degree of care, timeliness and diligence and using substantially the same business procedures and policies, standards of care and internal controls, including loss prevention controls, consistent with those used by Seller in providing the Transition Services to the Business prior to the Closing. Seller will use commercially reasonable efforts to resolve any material deficiencies in its performance of the Transition Services as to which Seller is notified by Buyer. Except as specified in Exhibit A, the parties do not intend this Agreement to change, in any material respect, the type, quality, timeliness or manner of performance of any Transition Services from those provided by Seller to the Business prior to the Closing. There will be no material change in the scope of the Transition Services without the mutual agreement of the parties and appropriate adjustments to the charges for such Transition Services. Buyer and the Company shall use the Transition Services for substantially the same purposes and in substantially the same manner as the Business used such services prior to the Closing and for no other purposes and in no other manner. Buyer and the Company are not permitted to resell any Transition Service or otherwise use the Transition Services in any way other than in connection with the conduct of the Business by the Company in the ordinary course of Business consistent with past practice.
Quantity and Nature of Service. Except as otherwise provided in this Agreement, SHMC shall provide, or shall cause to be provided, the Services in a manner and at a level of service that is substantially similar to the manner and level of service that such Services were provided with respect to the Transferred Properties and the owners thereof prior to the Closing Date. There shall be no substantial change in the scope or level of, or use by, Seritage of the Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written consent of the Parties and adjustments, if any, to the applicable Fee to reflect the change in the cost to SHMC of providing such Services. However, SHMC may make changes from time to time in the manner of performing Services (including changes to its, its Affiliates’ and its Personnel’s systems) without Seritage’s consent if SHMC is making similar changes in the manner that it provides substantially similar services to itself and its Affiliates; provided, that SHMC shall use commercially reasonable efforts to provide Seritage with reasonable prior notice of any material change in the manner of providing Services and consult with Seritage in Good Faith to minimize the effect thereof on the provision of such Services. Notwithstanding anything in this Agreement to the contrary, SHMC shall not provide any legal services or legal advice to Seritage and Seritage shall not be entitled to rely on SHMC for legal advice or counsel, and any advisory communications given by SHMC to Seritage is not to be construed as legal advice. Seritage shall not resell any Services, provide the Services to any joint venture in which it participates or to any non-wholly owned Subsidiary, or otherwise use the Services in any way other than as SHMC or its Affiliates used the Services prior to the Closing Date with respect to the operation of the Transferred Properties. For purposes of this Agreement, “Affiliate” means (i) with respect to Seritage, its Subsidiaries, and (ii) with respect to SHMC, SHC and its Subsidiaries; provided, however, that except where the context indicates otherwise, for purposes of this Agreement, from and after the date of this Agreement, (1) no member of the SHC Group shall be deemed to be an Affiliate of any member of the Seritage Group, and (2) no member of the Seritage Group shall be deemed to be an Affiliate of any member of the SHC Group.
Quantity and Nature of Service. Except as otherwise provided in Section 1.01 or this Section 1.02, there will be no material change in the scope or level of, or use by, SHO of Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties and adjustments, if any, to the charges for such Services; provided, however, SHMC may make changes from time to time in the manner of performing Services, notwithstanding that specific third party contractors (at times referred to as “vendors”) may be listed on Appendix 1.01), if SHMC is making similar changes in performing or the performance of the same or substantially similar services for itself or its Affiliates. SHO will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of SHO’s internal business.
Quantity and Nature of Service. Except as otherwise provided in Section 5 or this Section 6(a), there will be no material increase in the scope or level of, or use by, LE of Services during the Term (including changes requiring the hiring or training of additional employees by Agent) without the mutual written agreement of the parties and adjustments, if any, to the charges for such Services; provided, however, Agent may make changes from time to time in the manner of performing Services, subject to the other terms of this Agreement. The preceding sentence does not limit LE’s ability to adjust order volume, subject to its obligation for the Minimum Commission. LE will not resell any Services, provide the Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of LE’s internal business.
