Appointment as Company Representative Sample Clauses

Appointment as Company Representative. (a) Company authorizes Provider to act as the representative of the Company and the members of the Company Group, and Provider accepts such authorization, for the limited purposes of accessing the applicable Software and Hardware under the Retained Agreements. (b) Provider will perform its obligations and responsibilities as representative of Company and Company Group under the Right to Use Agreements and the Retained Agreements subject to the provisions of this Agreement, the SOFTWARE RIGHTS SCHEDULE (SCHEDULE F), the HARDWARE RIGHTS SCHEDULE (SCHEDULE M) and the SERVICES SCHEDULE (SCHEDULE A). Upon Company's request, Provider will provide to Company all information and documentation related to its activities as the Company Group's representative under the Retained Agreements. (c) Company may terminate or provide additional restrictions on Provider's appointment as representative of Company and Company Group with respect to the Retained Agreements at any time in Company's discretion upon reasonable notice to Provider. The impact on the Services of such termination or additional restrictions will be addressed through the Change Control Procedures.

Appointment as Company Representative. (a) Company authorizes Provider to act as the representative of the Company and the members of the Company Group, and Provider accepts such authorization, for the limited purposes of administering and assisting Company in the management of the Managed Agreements and accessing the applicable Software and Hardware under the Retained Agreements. (b) Provider will perform its obligations and responsibilities as representative of Company and Company Group under the Managed Agreements, the Right to Use Agreements and the Retained Agreements subject to the provisions of this Agreement, the SOFTWARE RIGHTS SCHEDULE (SCHEDULE F), the HARDWARE RIGHTS SCHEDULE (SCHEDULE M) and the SERVICES SCHEDULE (SCHEDULE A). Upon Company's request, Provider will provide to Company all information and documentation related to its activities as the Company Group's representative under the Managed Agreements and the Retained Agreements. (c) Company may terminate or provide additional restrictions on Provider's appointment as representative of Company and Company Group with respect to the Managed Agreements and the Retained Agreements at any time in Company's discretion upon reasonable notice to Provider. The impact on the Services of such termination or additional restrictions will be addressed through the Change Control Procedures. (d) In accordance with the SERVICES SCHEDULE (SCHEDULE A), Company and Provider shall use their commercially reasonable efforts to obtain any consents, and assignment and novation agreements necessary to transfer and assign to Provider the Assigned Agreements listed in the THIRD PARTY AGREEMENTS SCHEDULE (SCHEDULE I). If any such agreement has not been assigned as of the Process Take-On Date, then such agreement shall be deemed a Managed Agreement [***]* until such time as the agreement is Assigned. If the Parties reasonably determine that any required assignment or novation agreement relating to an agreement intended to be an Assigned Agreement cannot be obtained on terms reasonably acceptable to both Parties, then such agreement shall be reclassified as a Managed Agreement and the Parties shall cooperate to make any necessary adjustments as a result of such reclassification.