Baselines and ARCs and RRCs Sample Clauses

Baselines and ARCs and RRCs. The initial Baselines for each of the Service Tower Services are set forth in Schedule 3. Promptly following ACS’ completion of an initial asset inventory as provided in Section 2.5.5, the Parties shall meet to review the accuracy of the initial Baselines set forth in Schedule 3 and, if appropriate, agree upon any necessary adjustments to such Baselines and associated pricing. Thereafter, on an annual basis commencing on the first anniversary of the last Handover Date to occur under this Agreement, the Parties shall adjust all such Baselines to be equal to Symetra’s actual average resource consumption for each such Baseline over the prior twelve (12) month period, with an appropriate corresponding adjustment to the then-current Annual Services Fees. Further, upon the addition or divestiture of a Symetra Affiliate as described in Section 6.2.4, the Parties shall appropriately adjust all Baselines, and the then-current Annual Services Fees, to reflect the new Symetra Services volumes associated with such addition or divestiture. ARCs and RRCs that are applicable to each of the Service Tower Services, and the methodology for applying such ARCs and RRCs, are set forth in Schedule 3.
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Baselines and ARCs and RRCs. The initial Baselines for each of the Service Tower Services are set forth in Schedule 3. On an annual basis commencing on the first anniversary of the Restatement Date, the Parties shall adjust all such Baselines to be equal to Symetra’s actual average resource consumption for each such Baseline over the prior twelve (12) month period, with an appropriate corresponding adjustment to the then-current Annual Services Fees (which adjustments will be calculated at rates that are no less favorable to Symetra than the ARC and RRC rates unless a Pricing Band will be exceeded as a result of the Baselines adjustments, in which event the Parties shall engage in good faith negotiations regarding the amount of such adjustments). Further, upon the addition or divestiture of a Symetra Affiliate as described in Section 6.2.4, the Parties shall appropriately adjust all Baselines, and the then-current Annual Services Fees (which adjustments will be calculated at rates that are no less favorable to Symetra than the ARC and RRC rates unless a Pricing Band will be exceeded as a result of the Baselines adjustments, in which event the Parties shall engage in good faith negotiations regarding the amount of such adjustments), to reflect the new Services volumes associated with such addition or divestiture. ARCs and RRCs that are applicable to each of the Service Tower Services, and the methodology for applying such ARCs and RRCs, are set forth in Schedule 3.
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Related to Baselines and ARCs and RRCs

  • Service Levels (1) DTI shall perform the Services in accordance with the service levels (the "Service Levels") as may be agreed to from time to time in writing by DTI and the Funds (the "Service Level Agreement"). Failure to perform in a manner which equals or exceeds the Service Levels shall result in fee credits ("Fee Credits") or the Funds' right to terminate this Agreement, as set forth in the Service Level Agreement.

  • Listing and Maintenance Requirements; DTC Eligibility As of the Closing Date, the Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its Knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the Commission is contemplating terminating such registration. As of the Closing Date, the Company has not received notice from the Trading Market or any Eligible Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market or Eligible Market, as applicable. As of the Closing Date, the Company is in compliance with all such listing and maintenance requirements. The Common Stock is eligible for participation in the DTC book entry system and has shares on deposit at DTC for transfer electronically to third parties via DTC through its Deposit/Withdrawal at Custodian (“DWAC”) delivery system. The Company has not received notice from DTC to the effect that a suspension of, or restriction on, accepting additional deposits of the Common Stock, electronic trading or book-entry services by DTC with respect to the Common Stock is being imposed or is contemplated.

  • Measurement and Monitoring Tools As of the Effective date, Vendor and Prudential will mutually agree on the measurements and service level management procedures, pursuant to the governance procedures set forth in Attachment G and performance standards set forth in Attachment E-1 and E-2, to measure Vendor's performance of the Services against the applicable Service Levels. Such measurement and monitoring tools and procedures will (a) for Attachment E-1, be implemented upon the Effective Date; (b) for Attachment E-2, be implemented after successful completion of all testing and written acceptance by Prudential of the Transition Services set forth in Attachment B-1; (c) permit reporting at a level of detail sufficient to verify compliance with the Service Levels; and (d) be subject to audit by Prudential or its designee in accordance with the Agreement, except such audit will not include the installation of any audit software on Vendor's network.

  • Performance of Services in Accordance with Regulatory Requirements; Furnishing of Books and Records In performing the services set forth in this Agreement, the Manager:

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

  • Changes in Equipment, Systems, Etc USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Trust under this Agreement.

  • Historical Performance Information To the extent agreed upon by the parties, the Sub-Advisor will provide the Trust with historical performance information on similarly managed investment companies or for other accounts to be included in the Prospectus or for any other uses permitted by applicable law.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Computational Materials and Structural Term Sheets (a) Not later than 10:30 a.m., New York time, on the business day before the date on which the Current Report relating to the Offered Certificates of a Series is required to be filed by the Company with the Commission pursuant to Section 5(b) hereof, the Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriter to prospective investors in such Offered Certificates that constitute (i) "Computational Materials" within the meaning of the no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody & Co. Incorporated, and Xxxxxx Structured Asset Corporation and the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (together, the "Xxxxxx Letters"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Computational Materials"), and (ii) "Structural Term Sheets" within the meaning of the no-action letter dated February 17, 1995 issued by the Division of Corporation Finance of the Commission to the Public Securities Association (the "PSA Letter"), the filing of which material is a condition of the relief granted in such letter (such materials being the "Structural Term Sheets"). Each delivery of Computational Materials and Structural Term Sheets to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company.

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