Common use of Services to be Provided by the Service Provider Clause in Contracts

Services to be Provided by the Service Provider. (a) During the period commencing on the Effective Date and continuing until the expiration of this Agreement or the earlier expiration of the respective Transition Service (as defined below), the Service Provider will provide the Company and its Subsidiaries with such services as are required to enable the Company to become self-managed upon the closing of the Self-Management Transactions (as defined in the Modification Agreement) as are reasonably requested by the Company, including the specific services set forth on Schedule A hereto (collectively, the “Transition Services”). The Transition Services shall only be made available for, and the Company shall only be entitled to utilize the Transition Services for, the benefit of the operation of its business. The Service Provider shall provide the Transition Services in accordance with industry custom and in a professional and workmanlike manner. (b) Unless otherwise specifically set forth in this Agreement, the Service Provider will perform for the Company, or cause one or more of its Affiliates or third Persons to provide to the Company, the Transition Services. In connection with providing the Transition Services, the Service Provider shall at all times during the term of this Agreement remain in compliance with all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, to the extent there is a change to such laws, rules or regulations relating to the Transition Services (whether identified by the Service Provider or the Company), all required changes to the Transition Services resulting from such change in law will be considered as within the scope of the Transition Services. (c) In addition to such employees of the Service Provider and its Affiliates that may be used to perform any of the Transition Services, the Service Provider may retain any reputable third Person (that is, a Person who is not an Affiliate of the Service Provider) and qualified to perform such Transition Services or portion thereof (each, a “Subcontractor”) to assist the Service Provider in the performance of the Transition Services; provided, however, that the Company must give its prior written consent to any such Subcontractor (which consent shall not be unreasonably withheld). The Service Provider shall remain ultimately responsible for ensuring that the obligations set forth in this Agreement are satisfied with respect to any Transition Service provided by any Subcontractor. The Service Provider shall remain fully liable for all of the acts and omissions of each Subcontractor and shall indemnify, defend and hold harmless the Company and its Affiliates for any claims arising out of or in connection with such acts or omissions, in each case pursuant to Article V of this Agreement and as if the Service Provider itself were providing the subject Transition Service or portion thereof. Unless the Company otherwise agrees in writing with a Subcontractor, the Company shall have no liability or responsibility to any Subcontractor for the payment of the Subcontractor’s fee or for reimbursement to any Subcontractor of its expenses or to indemnify any Subcontractor in any manner. For the avoidance of doubt, the Service Provider shall not be obligated to engage any Subcontractor or incur any other third party costs in connection with providing Transition Services. (d) The Service Provider shall not have any obligation to acquire, upgrade or enhance any proprietary systems, processes, or assets used in its business. The Service Provider shall not be required to provide any additional support or maintenance services for any proprietary systems, processes, or assets to be acquired, upgraded or enhanced at the request of the Company pursuant to this Agreement.