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General Standard of Care
General Standard of Care contract clause examples
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Performance of Inspections; Standard of Care. All Inspections shall be conducted in a competent and professional manner, in accordance with applicable industry standards and at Buyer’s sole cost and expense. Buyer shall use commercially reasonable efforts to ensure that all parties involved in conducting the Inspections conduct themselves with the level of skill and care generally exercised by recognized professionals in those fields and in full compliance with applicable laws, regulations, orders, and ordinances. If Buyer intends to take any sample from any Property in connection with any physical investigations permitted herein, then Buyer shall give reasonable advance notice to the applicable Seller to enable such Seller to have the opportunity to simultaneously obtain a similar sample in order to allow such Seller, if it so chooses, to perform its own analysis. Buyer shall, immediately after any entry, inspection or test, restore the applicable Property, in all material respects and at its sole cost, to the condition which existed immediately prior thereto (to the extent practicable), including replacing paving and landscaping. The foregoing restoration obligations of Buyer shall survive the Closing or earlier termination of this Agreement.

General Standards of Care. Notwithstanding any terms herein contained to the contrary, the acceptance by the Custodian of its appointment hereunder is expressly subject to the following terms, which shall govern and apply to each of the terms and provisions of this Agreement (whether or not so stated therein):

In performing the Services, Services Provider shall provide (and, to the extent applicable, cause another Person to provide) the Services, subject to the limitations and restrictions set forth in this Agreement, # using no less than a reasonable level of care in accordance with standards in the oil and gas industry for performing services similar in scope and nature to the Services; # in a timely manner; # using at least the same level of care, quality, timeliness and skill in providing the Services as Services Provider’s past practice in performing like services in connection with its and its Affiliates’ respective assets; # in accordance with the terms of this Agreement and its obligations hereunder; # in material compliance with the terms of all applicable Leases, Applicable Contracts, Surface Contracts, and similar agreements affecting the Properties and/or this Agreement, and # in compliance with all Laws (performance in accordance with [clauses (a) through (f) of this Section 2.2] is referred to herein as acting as a “Reasonable and Prudent Services Provider”).

Standard of Care for InfoSec Transition Services; Indemnification. In the event that Recipient incurs any Loss as a result of # Provider’s failure to comply with any requirements of client contracts related to information technology or data security or # the provision of Transition Services under [Schedule 1] (IT/InfoSec Services), including, without limitation, any applicable data privacy laws in the jurisdictions where the information security services are utilized by Recipient (“InfoSec Transition Services”), Provider shall indemnify Recipient for such Loss upon reasonable notice and documentation thereof (following a reasonable opportunity to investigate and verify such Loss) and provided that Recipient uses its Commercially Reasonable Efforts to mitigate any such Loss.

Care of Collateral. Debtor shall have all risk of loss of the Collateral. Secured Party shall have no liability or duty, either before or after the occurrence of an Event of Default, on account of loss of or damage to, to collect or enforce any of its rights against, the Collateral, to collect any income accruing on the Collateral, or to preserve rights against any account debtor or other parties with prior interests in the Collateral.

Degree of Care. The Recipient shall employ at least the same degree of care in protecting the Confidential Information of the Provider as it employs in protecting its own Confidential Information, but not less than a reasonable degree of care. Without limitation to the foregoing, the Recipient shall not copy any Confidential Information, except as may be reasonably required to perform its duties under this Agreement and shall store the Confidential Information in a secure place. The Recipient shall ensure that Confidential Information is disclosed only to # those of its employees or third parties who require access to such information for the sole purpose of carrying out a party's responsibilities pursuant to this Agreement, # and to its financial investors (including prospective investors), provided such persons have been advised of the confidentiality provisions of this Agreement and who have entered into a confidentiality agreement with the Recipient affording the same or a higher level of protection as this Agreement.

Care of Collateral. Secured Party shall have no liability or duty on account of loss of or damage to the Collateral, to collect any income accruing on the Collateral, or to preserve rights against parties with prior interests in the Collateral. Debtor is responsible for responding to notices concerning the Collateral. While Secured Party is not required to take any actions with respect to the Collateral, if action is needed, in Secured Party’s sole discretion, to preserve and maintain the Collateral, Debtor authorizes Secured Party to take such actions.

Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for # ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or # taking any necessary steps to preserve rights against any parties with respect to any

Reasonable Care. The Collateral Agent is required to exercise reasonable care in the custody and preservation of any of the Collateral in its possession; provided that the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral if it takes such action for that purpose as the Company reasonably requests at times other than upon the occurrence and during the continuance of any Event of Default, but failure of the Collateral Agent to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care. The Collateral Agent will not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any liens thereon.

Reasonable Care. The Secured Party shall have no duty with respect to the care and preservation of the Collateral beyond the exercise of reasonable care. The Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Secured Party accords its own property, it being understood that the Secured Party shall not have any responsibility for # ascertaining or taking action with respect to any claims, the nature or sufficiency of any payment or performance by any party under or pursuant to any agreement relating to the Collateral or other matters relative to any Collateral, whether or not the Secured Party has or is deemed to have knowledge of such matters, or # taking any necessary steps to preserve rights against any parties with respect to any Collateral. Nothing set forth in this Agreement, nor the exercise by the Secured Party of any of the rights and remedies hereunder, shall relieve the Grantor from the performance of any obligation on the Grantor’s part to be performed or observed in respect of any of the Collateral.

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