Terms and Conditions of Services. No variation of these conditions (or of any of the documents referred to herein) shall be valid unless it is in writing and signed by or on behalf of you and us. The terms of these conditions cannot be varied other than by your and our mutual consent. Our consent can only be provided by the [managing director/director/senior manager] and must be evidenced in writing. DEFINITIONS
Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services in the twelve (12) months immediately prior to the Effective Time, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used in the twelve (12) months immediately prior to the Effective Time; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services during the Reference Period, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used during the Reference Period; provided, however, that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law; provided, that Service Provider shall promptly notify Service Recipient of any such Service that it reasonably believes does not comply with applicable Law, and the Parties shall work together to agree upon and implement a commercially reasonable alternative arrangement to provide Service Recipient the intended benefit of the relevant Services in a manner that complies with applicable Law (with all costs associated with implementing and providing such reasonable alternative arrangement to be borne by the Service Recipient). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Terms and Conditions of Services. (a) Unless otherwise agreed by the Parties in writing in advance, (i) Service Provider shall (or shall cause an Additional Provider to) perform the Services in a manner and with the quality and standard of care generally consistent in all material respects with the manner, quality and standard of care used to perform the same or similar services for the WKKC Business or the Kellanova Business, as applicable, during the Baseline Period, and (ii) the Services may not be used by a Service Recipient for any purpose other than the operation of the WKKC Business or the Kellanova Business, as applicable, and consistent with the applicable Schedules. In no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule unless otherwise subsequently agreed in writing in accordance with Section 1.02 and except as otherwise set forth herein. Service Provider shall have no obligation to provide, or cause to be provided, Services to any Person other than Service Recipient unless and only to the extent the Parties otherwise agree in writing. Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates; provided, that any Third Party Service Provider may perform applicable Services on behalf of Service Provider in accordance with Section 1.04.
Terms and Conditions of Services. (a) Unless otherwise expressly agreed by the applicable Service Provider and the Receiving Party or set forth herein, (i) in providing the Lazard LAZ-MD Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LAZ-MD Services to Subsidiaries of Lazard Group prior to the date hereof, (ii) in providing the Lazard LFCM Services, the Lazard Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as Lazard Group and its Subsidiaries have historically exercised in providing such Lazard LFCM Services to the LFCM Businesses prior to the date hereof, and (iii) in providing the LFCM Services, the LFCM Service Providers shall use their commercially reasonable efforts to exercise the same degree of care as the LFCM Businesses have historically exercised in providing such LFCM Services to Lazard Group or its applicable Subsidiaries prior to the date hereof, in each of cases (i), (ii) and (iii), including with respect to quality, priority, responsiveness and timeliness as has been historically exercised by such Service Provider, subject in each case to adjustments to take into account the Separation and the separate nature of the Parties; provided, however, that in no event shall the scope of the Services required to be performed hereunder exceed that described on Schedule 1, 2 or 3. Each Service Provider shall act under this Services Agreement solely as an independent contractor and not as an agent or employee of the Receiving Party. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable law.
Terms and Conditions of Services. The Services shall be subject to the terms and conditions set forth herein and in the applicable User Agreement for each PayPal User, including the policies set forth therein. If any terms of this Agreement conflict with the terms and conditions of the applicable User Agreement, then as between PayPal and such PayPal User, the terms of the User Agreement shall govern to the extent of the conflict.
Terms and Conditions of Services. (a) The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as (in a manner consistent with) NantWorks’ provision of such Services for its own business and its portfolio companies (but in no event less than reasonable care). Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantWorks shall perform the applicable Services on behalf of NantWorks.
Terms and Conditions of Services. (a) The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as was used in performing such Services for the Nant Health Business prior to the Effective Date, but in no event less than reasonable care. Without limiting the generality of the foregoing, the Service Providers shall provide the Services in a manner consistent with the way they were provided by NantWorks to the Company and its subsidiaries prior to the Effective Date and consistent with NantWorks’ provision of such Services for its own business and other portfolio companies. Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantWorks shall perform the applicable Services on behalf of NantWorks.
Terms and Conditions of Services. The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as is used in performing such Services for their own businesses, but in no event less than commercially reasonable care. Without limiting the generality of the foregoing, the Service Providers shall provide the Services in a manner consistent with NantBio’s provision of such Services for its own business and other portfolio companies. Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider other than NantBio shall perform the applicable Services on behalf of NantBio.
Terms and Conditions of Services. (a) The Service Providers shall be required to perform the Services using substantially the same quality and standard of care as (in a manner consistent with) NantWorks’ or the Company’s provision of such Services, as the case may be, for its own business and its subsidiaries (but in no event less than reasonable care). Each Service Provider shall act under this Agreement solely as an independent contractor and not as an agent or employee of any other Party or any of such Party’s Affiliates, provided any Service Provider (other than NantWorks or the Company) shall perform the applicable Services on behalf of the applicable Party.
