CESSATION OF INTEGRATION SERVICES Sample Clauses

CESSATION OF INTEGRATION SERVICES. If at any time prior to System Completion, the EchoStar Parties determine in their good faith judgment that the aggregate sum of the guarantees provided to the EchoStar Parties by ExpressVu's shareholders pursuant to Section 32.2(b) (the "Guaranteed Amount") is within U.S.$500,000 of their good faith estimate of the full amount of the Purchase Price (including all adjustments thereto) which is due and payable or expected to become due and payable on or before System Completion (the "Expected Purchase Price"), the EchoStar Parties may, upon 14 days written notice to ExpressVu, cease (i) the performance of all integration and other services to be rendered by the EchoStar Parties in exchange for payment of the Purchase Price (including all adjustments thereto); and (ii) the processing of orders for, and delivery to ExpressVu of, all items to be supplied by the EchoStar Parties in exchange for payment of the Purchase Price (including all adjustments thereto), until such time as the EchoStar Parties have received such satisfactory additional financial assurances as are determined in the good faith discretion of the EchoStar Parties (provided that, a guarantee of the amount by which the Expected Purchase Price exceeds the Guaranteed Amount, substantially in the form of the guarantee in Schedule 17, shall be deemed to be satisfactory) of such amounts which the EchoStar Parties, acting in good faith, estimate are necessary to fully cover the full amount of the Purchase Price (including all adjustments thereto) which is due and payable or expected to become due and payable on or before System Completion. Notwithstanding the obligation of the EchoStar Parties to give notice to ExpressVu as set out above, the EchoStar Parties shall only be obligated to fulfil the obligations set out in clauses (i) and (ii) above during such notice period until the point in time at which the EchoStar Parties, acting reasonably, estimate that the expenditures of ExpressVu for the fulfilment of such obligations by the EchoStar Parties are equal to the Guaranteed Amount or, with the fulfilment of the next step in the Integration Services, would exceed the Guaranteed amount. In no event shall the EchoStar Parties be liable for any liquidated damages or any other amount whatsoever for delays in System Completion resulting from the exercise of their rights under this Section 8.7 provided that, after amendment of the XXXXX Chart by mutual agreement of the parties to adjust for the delay caus...
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Related to CESSATION OF INTEGRATION SERVICES

  • Continuity of Services If Insurance Company is subject to supervision, seizure, conservatorship or receivership, 1851 will continue to maintain any systems, programs or other infrastructure, notwithstanding such supervision, seizure, conservatorship or receivership of the Insurance Company, and will make them available to the receiver or superintendent as ordered or directed by the receiver or superintendent for so long as 1851 continues to receive timely payment for post-receivership services rendered, and unless released by the receiver, superintendent or supervising court.

  • Transitional Nature of Services The Parties acknowledge the transitional nature of the Services and agree to cooperate in good faith and to use commercially reasonable efforts to effectuate a smooth transition of the Services from the Provider to the Recipient (or its designee).

  • Hosting Services GSI shall load the Web site onto server(s) that are connected to the Internet and readily accessible via the Web through use of the Domain Names. GSI shall ensure that the Web site is functional and ready to process transactions in a reasonably efficient manner.

  • Term of Services The initial term of this agreement is for a two ---------------- year period commencing on January 1, 1999, subject to the termination section of this agreement, with the parties agreeing to confirm any subsequent extension of this initial term in a signed written agreement setting forth any amended or supplemental conditions.

  • Description of Administration Services on a Continuous Basis PFPC will perform the following administration services with respect to each Portfolio:

  • Support Services Other than the assistance provided in the Information, the BNPP Entities do not offer any support services in connection with the Software.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Consultation Services The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company.

  • Transitional Nature of Services; Changes The Parties acknowledge the transitional nature of the Services and agree that notwithstanding anything to the contrary herein, each Service Provider may make changes from time-to-time in the manner of performing the Services if such Service Provider is making similar changes in performing similar services for itself and/or its Affiliates; provided that Service Provider must provide Service Recipient with at least thirty (30) days prior written notice of such changes.

  • ADS Services Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. Person holding ADSs on the applicable record date(s) established by the Depositary.

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