Performance Standards. Provider shall perform, and shall cause Provider’s Personnel to perform, all of its obligations under this Agreement: # in strict accordance with the terms of this Agreement and the applicable SOW, including all amendments, work orders and other related documents; and # in a professional, commercially diligent basis, in accordance with the generally accepted industry and professional standards, procedures and practices.

Performance Standards. Seller shall provide the Transition Services, with no less than the degree of care, skill, quality and timeliness, in all material respects, as Seller has historically provided to the Business during the twelve (12) months prior to the Closing. Except as specified in this Agreement, Seller makes no warranties, representations or conditions of any kind, express or implied, with respect to any Transition Services provided under this Agreement and Seller hereby disclaims all such warranties. Seller Indemnified Parties shall not be liable to ​ or the ​ for any error of judgment or mistake of fact or for any losses incurred by ​ or the ​ in connection with matters to which this Agreement relates, except that, as provided in [Section 3.1], Seller shall be liable for losses resulting from its breach of this Agreement, gross negligence, intentional misconduct or fraud in the provision of Transition Services under this Agreement.

Performance Standards. Service Provider agrees that in providing Services under this Agreement it shall # conduct itself in accordance with all reasonable commercial and professional standards of care, diligence, and good faith, provided that such standards must be consistent with prudent management practices in the life insurance industry generally, and shall generally act in such a way as to preserve the goodwill toward Recipient on the part of the general public, customers and all those having business relations with Recipient and # comply with all laws, regulations, rules and orders applicable to Service Provider with respect to the Services or to Recipient. Service Provider agrees at all times to maintain sufficient Facilities and trained personnel of the kind necessary to perform this Agreement.

Professional Standards. Provider shall require all Provider Professionals to meet certain performance and credentialing standards, as agreed upon with Manager. Provider and Manager acknowledge that all Professional Services shall be performed solely by Provider Professionals, as applicable, with all necessary direct supervision and control of and by Provider Professionals where applicable. Provider agrees to reassign (to the extent practicable) or terminate Provider Professionals who commit gross violations of Manager’s reasonable policies or commit a material breach of the terms of their agreement with Provider. Each Provider Professional shall be licensed to the full extent required by federal and Utah law. Provider and Provider Professionals shall at all times provide Professional Services in accordance with all ethical standards, laws and regulations applicable to their profession. Provider will cooperate with Manager in taking steps to resolve any utilization review or quality assurance issues which may arise in connection with Professional Services rendered. If any disciplinary actions or professional liability actions are initiated against Provider or any Provider Professional, Provider shall immediately inform Manager of such action and the underlying facts and circumstances. Provider agrees to implement and maintain a program to monitor the quality of Professional Services performed by Provider Professionals, and Manager shall render administrative assistance to Provider on an as-requested basis to assist Provider in implementing and maintaining such program.

performance standards shall be set out in the same [Exhibit F] (LNG Tanker Performance Standards).

Standards of Conduct. You agree not to engage in any conduct during the Consulting Period that is detrimental to the interests of the Company.

Performance. The Company and HoldCo shall have performed, satisfied and complied with in all material aspects all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company or HoldCo on or before the Closing Date. The Share Exchange pursuant to [Section 1.1] shall have been completed. All of the stockholders of HoldCo shall have surrendered to HoldCo all of their certificates evidencing their ownership interests in HoldCo and Company (or an affidavit and bond in form and content satisfactory to Buyer if a certificate has been lost or destroyed) at or before Closing.

Performance. Buyer and Merger Sub shall have performed, satisfied and complied in all material aspects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Buyer on or before the Closing Date.

The Executive agrees that, in matters affecting the conduct of the business of the Company and its Affiliates, the Executive shall use all reasonable efforts to comply with all applicable laws and regulations, as well as the rules, regulations, policies and procedures of the Company of general application to its employees, as they may be revised from time to time.

“Applicable percentage” means the percentage (not to exceed 3%) selected on the basis of the Employer’s financial performance as measured against the standards determined by the Board of Directors. If the Employer fails to satisfy the performance standards established by the Board of Directors, the applicable percentage shall be zero (0), and no Profit Sharing Contribution shall be allocated.