Common use of Standard of Performance; Scope of Service; Excuse from Performance Clause in Contracts

Standard of Performance; Scope of Service; Excuse from Performance. (a) Subject to Section 2.6(b), (i) EVE-PR shall provide, or cause any Service Provider to provide, all elements and sub-elements of the Transition Service at the same level of care with which such support was provided to the Business prior to the date of the Reorganization Agreement, (ii) in performing any element or sub-element of the Transition Service, EVE-PR shall, and shall cause any Service Provider to, employ methods, procedures and utilities of a quality at least equal to those employed by EVE-PR with respect to its own business and affairs, and (iii) the scope of each element or sub-element of the Transition Service shall be the same as the scope of such element or sub-element when provided as a service by EVE-PR or its Affiliates to the Business or its customers, as applicable, in the ordinary course prior to the date of the Reorganization Agreement. EVE-PR and EVE-VEN shall, and shall cause each Service Provider and Service Recipient, as applicable, to use their Reasonable Best Efforts to cooperate with each other in all matters relating to the provision of the Transition Service and the elements and sub-elements thereof. (b) Notwithstanding anything to the contrary contained herein, EVE-PR shall not be obligated to provide, or cause to be provided, an element or sub-element of the Transition Service or any replacement service in accordance with Section 2.5, if the provision of such element or sub-element (i) would violate (A) any agreement or license to which EVE-PR or any of its Affiliates are currently subject or (B) any Law, (ii) would result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege), in the case of clauses (i) and (ii), as reasonably determined by EVE-PR, or (iii) requires EVE-VEN and/or Popular to obtain a consent, license or approval under Section 2.8(b) and EVE-VEN or Popular, as the case may be, fails to obtain such consent, license or approval (it being understood that EVE-PR shall have no obligation to obtain any such consent, license or approval). In the event EVE-PR is unable to perform its obligations under this Agreement in accordance with this Section 2.6(b), EVE-PR shall promptly notify EVE-VEN and EVE-VEN shall be relieved of the obligation to pay any amount due pursuant to Exhibit A corresponding to any element or sub-element of the Transition Service that EVE-PR determines it cannot provide, or cause to be provided, in accordance with the first sentence of this Section 2.6(b).