Standard of Performance of Services Sample Clauses

Standard of Performance of Services. The Providing Party shall perform, or use commercially reasonable efforts to cause their third party service providers to perform, the Transition Services with the same degree of care, skill and prudence customarily exercised with respect to the operations of the Business (or, as the case may be, the business of Seller’s Affiliates) prior to the consummation of the transactions contemplated by the Purchase Agreement, and in compliance with all applicable laws, rules, regulations, orders, licenses authorizations, certifications and permits; provided, however, that except as expressly set forth in this Agreement, the Providing Party makes no representation or warranty, express or implied, with respect to the Transition Services to be provided hereunder including, without limitation, any warranties of merchantability or fitness for a particular purpose, which are specifically disclaimed.
AutoNDA by SimpleDocs
Standard of Performance of Services. 3.7.1 The Contractor shall, at all times during the Term, perform the Services in a prudent, efficient and careful manner and in accordance with:
Standard of Performance of Services. Groundco shall perform, or cause a Groundco Affiliate to perform (either directly or through a third party), the Services with the same degree of care, skill and prudence customarily exercised with respect to its own operations. Groundco will use commercially reasonable efforts to conduct its duties hereunder in compliance with all applicable Orders, laws, ordinances, statutes, contracts, rules, regulations, codes, licenses, authorizations, certifications and permits, and shall keep its equipment and facilities which are necessary or useful for the provision of the Services in good working condition and repair; provided, however, that, except as specifically set forth in this Agreement, neither Groundco nor any Groundco Affiliate providing Services makes any express or implied warranties, representations or guarantees of any kind, including, without limitation, warranties of merchantability, fitness, quality, non-infringement of third party rights, suitability or adequacy for a particular purpose or use, relating to, in connection with or arising out of this Agreement and the Services provided or caused to be provided hereunder.
Standard of Performance of Services. Sub-Recipient will devote such time and will use its best efforts as necessary to perform the Services (including any Deliverables) in a professional manner that: (i) is consistent with the standards of its industry and in a good and workmanlike manner; (ii) utilizes the care, skill, and diligence normally applied by contractors in the performance of services similar to the Services; (iii) and the other requirements of this Agreement and all applicable Laws; and (iv) in the best interests of Board and Covered Persons. Sub-Recipient will be responsible for ensuring that all Sub-Recipient Parties assigned by Sub- Recipient to provide the Services possess the experience, knowledge, qualifications, and skills to perform all tasks relating to the performance of the Services. Upon the request of Board at any time, Sub-Recipient will promptly remove and replace any individuals assigned to provide the Services.

Related to Standard of Performance of Services

  • Standard of Performance Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all services described herein. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of Consultant under this Agreement.

  • Performance of Services The Contractor is responsible for fully meeting all obligations set forth in the Contract and for providing Product in accordance with the Contract or any Authorized User Agreement.

  • Standard of Services All services to be rendered by SCM hereunder shall be performed in a professional, competent and timely manner subject to the supervision of the Board of Directors of the Corporation on behalf of the Funds. The details of the operating standards and procedures to be followed by SCM in the performance of the services described above shall be determined from time to time by agreement between SCM and the Corporation.

  • Prevention of Performance The Custodian will not be responsible for any failure to perform any of its obligations (nor will it be responsible for any unavailability of funds credited to the Cash Account) if such performance is prevented, hindered or delayed by a Force Majeure Event, in such case its obligations will be suspended for so long as the Force Majeure Event continues. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Custodian, such as restrictions on convertibility or transferability, requisitions, involuntary transfers, unavailability of communications system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government.

  • Performance of Work The Work shall be constructed in a good and workmanlike manner substantially in accordance with the Construction Plans. The Work shall be subject, at the option of Landlord, to the inspection of Landlord, Landlord's Architect and Landlord's General Contractor from time to time, during the period in which the Work is being performed, provided that such inspection does not unreasonably interfere with the completion of the Work. If such inspections reveal that any of the Work is not being constructed substantially in conformance with the provisions of this Agreement or the Final Plans, Tenant at its expense shall correct same forthwith. Only new, first class materials shall be used in the performance of the Work. At all times during the construction of the Work, it shall be Tenant's responsibility to cause each of Tenant's contractors and subcontractors to maintain protection of the Premises in such a manner as to prevent any damage to the Work, or to adjacent property and improvements by reason of the performance of the Work. Tenant's contractor and subcontractors shall properly secure the Premises, including, to the extent required, the furnishing of temporary guard rails and barricades. Landlord for good cause shall have the right to require Tenant to terminate any construction work at any time being performed by or on behalf of Tenant in the Premises, and to require that any contractor or subcontractor, or any employee of same, leave the Building. Upon written notification, setting forth in reasonable detail such good cause, from Landlord to Tenant to cease any work, Tenant shall forthwith remove from the Premises all agents, employees and contractors of Tenant performing such work until such time as Landlord shall have given its written consent for the resumption of such construction work (such consent not to be unreasonably withheld or delayed), and Tenant shall have no claim for damages of any nature whatsoever against Tenant in connection therewith.

  • Method of Performing Services Contractor will determine the method, details, and means of performing the above-described services including measures to protect the safety of the traveling public and Contractor’s employees. County shall not have the right to, and shall not, control the manner or determine the method of accomplishing Contractor’s services.

  • Payment of Performance Shares Payment of any Performance Shares that become earned as set forth herein will be made in the form of Common Shares, in cash, or in a combination of the two, as determined in the sole discretion of the Committee. Payment will be made as soon as practicable after the receipt of audited financial statements of the Corporation relating to the last fiscal year of the Performance Period and with respect to Covered Employees, the determination by the Committee of the level of attainment of the Management Objectives. Performance Shares will be forfeited if they are not earned at the end of the Performance Period and, except as otherwise provided in this Agreement, if the Grantee ceases to be employed by the Corporation or a Subsidiary at any time prior to such shares becoming earned.

  • Timing of Payment of Performance When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day.

  • Suspension of Performance Notwithstanding any other provision hereof, if an Event of Default or a Potential Event of Default has occurred and is continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, has the right (i) to suspend performance under any or all Transactions and (ii) to the extent an Event of Default has occurred and is continuing, to exercise any remedy available at law or in equity, except as limited be Section 5.7.

Time is Money Join Law Insider Premium to draft better contracts faster.