Representations and Warranties
X shall market the Product and perform under this Agreement in a professional manner with that standard of care, skill accuracy and diligence which is customary in the marketing of products similar to those provided under this Agreement.
Terms and Conditions of Services
The Service Provider shall have the right to shut down temporarily for maintenance purposes the operation of the facilities providing any Service whenever, in such Service Provider's discretion, such action is necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Receiving Party as reasonably in advance of such shutdown as practicable and shall use commercially reasonable efforts to schedule such maintenance in consultation with the Receiving Party so as not to unreasonably interfere with the Receiving Party's business. Such Service Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.
(...) If the Receiving Party or its applicable Subsidiary is unable to obtain any such required Licebse, the Service Provider and the Receiving Party shall use reasonable efforts to establish alternative arrangements to provide the Service in the absence of such Required License (...) provided, further, that any portion of the Service requiring the use of such Required License shall terminate in the event that the Service Provider and the Receiving Party are, in the exercise of their reasonable efforts, unable to establish such alternative arrangements (...) the Parties acknowledge that the provision of Services hereunder may require the Service Provider to enter into new or amended agreements with third parties or obtain the consent and approval of third parties. The Service Provider shall use reasonable efforts to enter into such agreements and to obtain such consents (...)
Services, Terms & Conditions
X shall provide the services under this Agreement in a professional, courteous manner, consistent with industry standards. X shall comply with all applicable association, local, state, and federal laws, ordinances, rules, regulations and codes.