Standard for Services. Alkermes US shall use commercially reasonable efforts to provide, or cause to be provided, to Mural US the Services in accordance with the terms and conditions of this Agreement. Alkermes US shall provide, or cause to be provided, the Services in a manner (i) in compliance in all material respects with all applicable Laws and (ii) generally consistent with the provision of the Services to the Oncology Business prior to the date hereof (the “Prior Period”); provided, that if a Service Provider has not previously provided a Service to another Person, the Service Provider shall provide such Service in a manner generally consistent with the provision of similar services provided to its Affiliates or businesses. To the extent a more specific standard of care is specified in a Transition Service Schedule with respect to any Service, a Service Provider shall use its commercially reasonable efforts to comply with such more specific standard. It is the Parties’ shared objective to transition responsibility for the performance of all Services from Service Provider to Mural US and its Affiliates in a manner that minimizes, to the extent reasonably possible, disruption to the business operations of the Service Providers and their Affiliates and the business operations of Mural US and its Affiliates. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, no Service Provider shall be required to (a) perform any Service in any manner that violates or contravenes any restrictions imposed on the Service Provider by applicable Law, (b) perform any Service in any manner that breaches or contravenes any contractual obligations owed by the Service Provider to any Third Party(ies) or (c) perform any Service to the extent that the conduct of such would, in the good faith belief of such Service Provider, infringe, violate or misappropriate intellectual property rights of any Third Party. Notwithstanding any provision of this Agreement to the contrary, but without limiting a Service Provider’s obligations under Section 2.1 or this Section 2.2, in no event shall Alkermes US or any of its Affiliates be: (i) obligated to make any specific employment decisions in terms of hiring, retaining or terminating employees; (ii) obligated to enter into retention agreements with employees or otherwise provide any incentive beyond payment of regular salary and benefits; (iii) prevented from transferring after the Distribution Effective Time any employees who...
Standard for Services. The Administrator shall provide policyholder and claims servicing with respect to the Reinsured Contracts in good faith and with the care, skill, prudence and diligence of a person experienced in administering structured settlement business. Without limiting the generality of the foregoing, the Administrator shall provide policyholder and claims servicing with respect to the Reinsured Contracts (i) in accordance with the terms of the Reinsured Contracts, (ii) in accordance with the applicable terms of this Agreement, (iii) in compliance with Applicable Law, (iv) in accordance with industry standards and, subject to the foregoing, (v) to the extent applicable, in the same manner as it conducts its own business not subject to this Agreement.
Standard for Services. (a) The provision of the above Services by DBCT Management must be carried out in accordance with due skill, care and diligence in accordance with the Access Undertaking, the Terminal Regulations, Good Operating and Maintenance Practice and all applicable Laws.
Standard for Services. Except as otherwise provided in this Agreement (including in Schedule A and Schedule B hereto), the Provider agrees to (a) perform the Services such that the nature, quality, standard of care and the service levels at which such Services are performed are no less than the nature, quality, standard of care and service levels at which the substantially same services were performed by or on behalf of the Provider during the last twelve (12) months, (i) to Recipient prior to the Effective Date where such services were performed by or on behalf of the Provider in the ordinary course or (ii) to itself or its Affiliates during the term of this Agreement and (b) pass-through any service levels made available to the Provider for a Service performed by a subcontractor (the “Standard for Services”).
Standard for Services. The Services shall be provided hereunder (i) in accordance with the terms and conditions of this Agreement and in a manner generally consistent with the provision of the Services provided during the Prior Period, (ii) in a manner at least as complete in all material respects as the manner in which such Services have been provided during the Prior Period, (iii) with the same degree of skill, care and diligence as provided during the Prior Period, and (iv) giving substantially equal priority and substantially equal treatment that such Services received during the Prior Period; provided that if Service Provider has not previously provided any such Service to another Person, Service Provider will provide such Service in a manner substantially similar to similar services provided to its Affiliates or businesses. To the extent a more specific standard of care is specified in Schedule I with respect to any Service, Service Provider shall use its commercially reasonable efforts to comply with such more specific standard. It is the Parties’ shared objective to transition responsibility for the performance of Services from Service Provider to Bioverativ and its Affiliates in a manner that minimizes, to the extent reasonably possible, disruption to the business operations of Service Provider and its Affiliates and the business operations of Bioverativ and its Affiliates. Notwithstanding any provision of this Agreement or the Separation Agreement to the contrary, Service Provider shall not be required to (a) perform any Service in any manner that violates or contravenes any restrictions imposed on Service Provider by applicable Law or (b) perform any Service in any manner that breaches or contravenes any contractual obligations owed by Service Provider to any Third Party(ies).
Standard for Services. GE Digital agrees that the Services (other than Base Services) provided to Xxxxx Xxxxxx under this Agreement shall be provided to the same standard as GE Digital has previously provided such Services to the Business or to the same standard as GE Digital generally provides to other GE Industrial Businesses or as otherwise mutually agreed. For the avoidance of doubt, GE Digital expressly disclaims all representation and warranties, express or implied, for Base Services.
Standard for Services. St. Xxxx shall provide each of the Services in such manner as Platinum may reasonably request from time to time for purposes of this Agreement; PROVIDED, that St. Xxxx shall not be required to provide, or cause to be provided, the Services at a standard materially higher than the standard generally provided by St. Xxxx in respect of other business of St. Xxxx. St. Xxxx shall maintain all licenses and authorizations required for it to provide the Services pursuant to this Agreement.
Standard for Services. All of the Administrative Services described in this Agreement shall be performed by the Administrator in accordance with (i) applicable law, (ii) the Reinsured Contracts and (iii) the Administrator’s own standards in providing services with respect to contracts issued by the Administrator in its own name that are similar to the Reinsured Contracts.
Standard for Services. Party B shall perform its obligations under this Agreement in a responsible and professional manner according to this Agreement or the otherwise generally applicable professional, technical and quality standards in China. With Party A’s consent, Party B shall arrange its related departments to perform the tasks delegated by Party A according to the terms and conditions of this Agreement and the exhibits hereto and shall provide experienced and qualified employees to complete the Services.
Standard for Services. The Administrator shall provide the Administrative Services (i) in accordance with the terms of the Policies, the Inuring Reinsurance Agreements, the LPT and Quota Share Reinsurance Agreement, the Agent Contracts and the TPA Contracts, as any of them may be amended from time to time by the Administrator on behalf of the Company with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, except that in the case of any amendment to any of the Inuring Reinsurance Agreements, the Administrator shall only be required to provide the Company with notice of such amendment and no consent of the Company shall be required, (ii) in accordance with the applicable terms of this Agreement, (iii) in compliance with Applicable Law, including maintenance by the Administrator of all licenses, authorizations, permits and qualifications from Governmental Authorities necessary to perform the Administrative Services required by this Agreement, and (iv) using the degree of ordinary care and reasonable diligence consistent with the standards, practices and procedures established for the management and operation of the Administrator’s own business not subject to this Agreement.
