Agency Services. Notwithstanding anything to the contrary in Sections 2.1 or 3.1 of this Agreement, Project Company may enter into contracts to (i) sell the Products available from the Generating Station directly to a third party rather than selling such Products to MAEM and/or (ii) purchase Fuel required by the Generating Station directly from a third party rather than purchasing such Fuel from MAEM (collectively “Direct Contracts”). Project Company hereby appoints MAEM as its agent in administering any Direct Contract including, but not limited to, Scheduling, billing, settlements with the ISO (if applicable) and other services required by Project Company pursuant to the terms of such Direct Contract. Project Company shall continue to pay MAEM the Service Fee for the agency services provided by MAEM during the term of a Direct Contract. As agent, MAEM shall neither directly purchase or sell, or contract for the purchase or sale, nor take title to or possession and control of any Products or Fuel. Rather, as between MAEM and Project Company, when MAEM is acting as agent under any Direct Contract, Project Company shall be deemed to have title and exclusive possession and control of all Products sold to, and all Fuel purchased from, third parties, and Project Company shall bear the risk of loss associated with such Products and Fuel.
Agency Services. Agency will perform the following services for the Company: - Employ on Company's behalf Agency's knowledge of the available media and marketing approaches that can effectively be used to promote the issuance of the Notes on a "direct to the consumer" basis. - Acting on the study, analysis and knowledge of the product described above, formulate and recommend a marketing and media plan (or plans). - In the execution of the plan (or plans), when approved by Company: - Order space, time or other marketing services and materials to be used for advertising, endeavoring to secure the most advantageous rates available. - Check and verify insertions, displays, broadcasts or other means used. - Audit invoices for space and time and other marketing services performed on the Company's behalf.
Agency Services. The term “Agency Services” means those Services described in Section 4.2 of the SOW.
Agency Services. A shall (or may cause its Agent or affiliates, in its sole discretion, to) provide services to and at the request of Owner relating to technical, managerial, supervisory, purchasing, operational, financial and administrative functions ("Agency Services"), as follows:
(i) A shall engage (or cause to be engaged) personnel for the benefit of and on behalf of Owner as A shall deem necessary and as requested by Owner to perform the Agency Services. Such personnel, whether located in Poland, the United States, or elsewhere, shall be engaged substantially full-time in providing such services. All reasonable out-of-pocket costs and expenses incurred by A (or Agent or affiliates) relating to these personnel (including, without limitation, salaries, social security, insurance and other benefits, housing allowances, travel and entertainment expenses and any other related and sundry costs) (collectively "Personnel Costs") shall be reimbursed by Owner pursuant to this Section;
(ii) With the consent of Owner, A shall purchase (or may cause to be purchased) from unaffiliated third parties, as A shall deem necessary, any equipment, supplies or other goods or materials to be used or useful for the Business of Owner. Upon receipt of consideration for such purchases from Owner, title to the foregoing shall be in Owner. All reasonable out-of-pocket costs and expenses of unaffiliated third parties incurred by A or Agent or affiliates) relating to these purchases (including without limitation, any and all transportation, freight, shipping, import taxes, other taxes, fees, insurance and brokerage fees) (collectively "Purchasing Costs") shall be reimbursed by Owner pursuant to this Section;
(iii) A shall, at Owner's request, supervise the payment of, or at A 's election pay, any operating expenses relating to the Business of the Owner ("Operating Expenses"). Expenses incurred by A or Agent in accordance with this Subsection shall be reimbursed in full (with interest, if applicable) by Owner pursuant to this Section;
(iv) A shall be entitled to reimbursement for all reasonable out-of-pocket costs and expenses charged by unaffiliated third parties and incurred by A or Agent or any of its affiliates on behalf of Owner in connection with providing the Agency Services in accordance with this Agreement, including without limitation, travel, lodging, entertainment, postage, or telephone costs and expenses.
(v) All reimbursements by Owner shall be in the same currency as payments, costs ...
Agency Services. GOLDEN STATE shall not be responsible for any agent’s services other than as specifically stated herein.
Agency Services. 1.1 Party B, as commissioned by Party A, will provide consulting services necessary for Party A’s construction projects, including evaluation of suppliers, construction pricing comparison, business negotiations, contract drafting, and project inspection and acceptance (to be jointly conducted by the Parties).
1.2 Party B, as commissioned by Party A, will purchase devices and equipment requested by Party A, including collecting related information; equipment selection; evaluation of suppliers; contract negotiations, preparation and tracking of its performance; and inspection and acceptance of devices and equipment (to be jointly conducted by the Parties).
1.3 Party B, as commissioned by Party A, will provide logistics services for the imports and exports of Party A, including customs declaration and clearance, documents processing, information preparation, submission for inspection, shipment collection, and data processing.
Agency Services a. The Agency has the responsibility and authority for providing, in the furtherance of improved public safety and emergency response, crisis de-escalation, support, and resource referrals for Community Members in Crisis, through the deployment of Field Staff who will:
i. Respond to in-progress calls routed directly to the Agency by public safety dispatch agencies, or that are initially routed by public safety dispatch agencies to the Public Safety Operations Serving the Principals.
ii. Provide resource navigation, referral, and follow-up services for Community Members in Crisis as appropriate to address the current crisis and reduce risk of future crisis events.
iii. Outreach and response to, and engagement of, Community Members in Crisis.
iv. Provide education, training and information to the Principals’ public safety departments through, among other strategies, creation of response plans for encountering known Community Members in Crisis.
v. Establish and update from time-to-time standard protocols for communications to and from Agency Field Staff and Public Safety Operations Serving the Principals.
Agency Services. The Agency shall provide to the Client, services, which shall include the following: Setting up social media platforms such as Facebook, Twitter, Youtube, etc Creating content, engagement as well as ongoing management of these platforms Monitoring social media conversations and responding to the same Managing all social media communication as more clearly elaborated in the pitch presentation.
Agency Services. 4.1 The parties may enter into a Work Plan for Services and/or Deliverables. Once a Work Plan is agreed and/or signed by the parties, the terms of this Agreement will apply to that Work Plan.
4.2 The Agency will perform the Services and procure that all Deliverables are delivered: (i) on time and in accordance with the Work Plan; and (ii) in accordance with Good Industry Practice (and shall employ policies and procedures appropriate to ensure that compliance).
4.3 Time shall be of the essence in relation to the obligations of the Agency throughout this Agreement (unless the Agency is prevented from meeting such obligations due to (i) an act or omission of Chivas; or (ii) a Force Majeure Event).
4.4 The Agency will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services. Chivas acknowledges it may be necessary for alternative personnel with similar levels of seniority and experience to provide the Services. The Agency will consult with Chivas prior to replacing such personnel.
4.5 The Agency will procure that the Key Individuals are actively involved in the provision of the Services. Should any Key Individual leave the Agency or cease to be actively involved, the Agency will appoint a suitable replacement, having obtained prior Written Approval.
4.6 The Agency shall perform its obligations in accordance with all applicable Policies, which it acknowledges have been made available to it. Agency shall also comply with any reasonable requests made by Chivas for any Key Individuals to undertake any training provided by Chivas regarding the Policies.
4.7 Chivas may require the Agency to cancel, reduce or amend any or all Services or any or all of a Work Plan at any time by giving written notice to the Agency (including by email) and the relevant Fees shall be reduced or amended accordingly. Where a reduction or amendment to the Fees is required pursuant to this clause, the Agency shall, as soon as reasonably practicable following receipt of notice, provide a written proposal to Chivas for the reduction or amendment, following which Chivas may either (i) accept the revised Fees; or (ii) reject the proposal and request that the parties enter into good faith negotiations to determine the appropriate level of reduction or amendment. The revised Fees shall be effective from the date on which the revised Services are implemented.
4.8 In the event of cancellation, reduction or amendment pursuant to clause 4.7, Chivas will ...
Agency Services. 3.1. In accordance with the Instructions, the Agent shall use its commercially reasonable efforts to:
(a) purchase the Securities identified by the Client in its Instructions;
(b) conduct registration of the Securities acquired hereunder pursuant to the terms of Articles 8 and 9 of this Agreement;
(c) sell or otherwise transfer the Securities to a third Person, subject to prior agreement between the Parties and the Client’s Instructions;
3.2. The Agent shall make appropriate entries in respect of the Account, evidencing execution by the Agent of the Instructions, and perform such other actions, specified in the Schedule or stipulated in additional agreements between the Parties.
3.3. The Agent shall, at its sole discretion, determine the counterparty to any applicable transaction it executes pursuant to the Instructions, and shall not be required by the Client to execute a transaction with a particular Person selected by the Client unless otherwise agreed by the Parties.
3.4. The Agent shall enter into applicable transactions with third Persons in its own name.
3.5. Unless the Agent has received a written Instruction to the contrary, any Funds which are to be received by the Agent from third Persons, including, without limitations, proceeds of the sale of the Securities, accrued interest and dividends thereon, shall be transferred by the Agent to the Account and be kept by the Agent for the purposes of further investments into the Securities in accordance with Instructions and the terms of this Agreement.
