Companion Agreements Sample Clauses

Companion Agreements. NCTCOG will enter into companion agreements with the cities identified in Attachment 1. NCTCOG will also enter into a companion agreement with the Fort Worth Transportation Authority and Dallas Area Rapid Transit to provide Federal funds programmed by the Regional Transportation Council in exchange for Local funds provided by Cities listed in Attachment 1, including the City of Arlington.

Companion Agreements. (a) TDCC shall cause each Grantor to, and Purchaser shall cause each Grantee to, enter into one or more companion agreements in the form of Attachment 1 hereto (each, a “Companion Agreement”) with respect to each of the Grantee’s Premises. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement (including, for the avoidance of doubt, the Rent set forth on Schedule A) and shall not be construed as altering or superseding the rights and obligations of the parties under this Agreement. (b) Purchaser shall be fully responsible and liable for all obligations of the itself and Grantees, and TDCC shall be fully responsible and liable for all obligations of itself and the Grantors, in each case to the same extent as if such failure to perform or comply was committed by Purchaser (in the case of Grantees) or by TDCC (in the case of Grantors). (c) The local Grantor representative and the local Grantee representative set forth on Schedule B (and/or their respective designees(s)) shall be responsible for the support of the relevant individual Companion Agreements on behalf of each Grantor and each Grantee, respectively, and shall be the only individuals authorized to amend, modify, change, waive or discharge their rights and obligations under such Companion Agreements. (d) Purchaser shall have the right to enforce this Agreement and any Companion Agreements on behalf of any Grantee, and to assert all rights and exercises and receive the benefits of all remedies of such Grantee, to the same extent as if Purchaser were such Grantee, subject to the limitations of liability applicable under this Agreement. TDCC shall have the right to enforce this Agreement and any Companion Agreements on behalf of any Grantor, and to assert all rights and exercises and receive the benefits of all remedies of such Grantor, to the same extent as if TDCC were such Grantor, subject to the limitations of liability applicable under this Agreement.

Companion Agreements. (a) At ABM’s request, the terms of this Master Agreement shall be incorporated by reference into individual Companion Agreements, which shall be executed by International Business Machines Corporation or an Affiliate of International Business Machines Corporation and ABM Industries Incorporated or an Eligible Recipient. Unless otherwise agreed, the form of the Companion Agreement shall be as set forth in Schedule W. All Services shall be provided by International Business Machines Corporation or the applicable Affiliate of International Business Machines Corporation pursuant to this Master Agreement or an executed Companion Agreement. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Master Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Master Agreement. If requested by ABM, the Parties will execute a Companion Agreement in a form acceptable to each Party. (b) The Supplier Account Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of Supplier. (c) The ABM Relationship Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of ABM and the Eligible Recipients.

Companion Agreements. 4.2.1. The Parties shall enter into, and/or cause any Affiliate of the Company receiving Services outside of the United States (each, a “Service Recipient”) and the TDCC Affiliate providing Services in the applicable country to enter into, as applicable, one or more Companion Agreements for the purpose of facilitating local billing of the Service Fees set forth in Schedule 1. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Agreement. 4.2.2. The Company shall be fully responsible and liable for all obligations of the individual Service Recipients, and TDCC shall be fully responsible and liable for all obligations of itself or any of TDCC’s Affiliates, in each case to the same extent as if such failure to perform or comply was committed by the Company (in the case of the Service Recipients) or by TDCC (in the case of TDCC’s Affiliates). 4.2.3. The Company shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Service Recipient that has entered into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including damages) of each Service Recipient, to the same extent as if the Company were such Service Recipient, subject to the limitations of liability applicable under this Agreement. TDCC shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each TDCC Affiliate that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including Damages) of each Affiliate hereunder, to the same extent as if TDCC were such Affiliate, subject to the limitations of liability applicable under this Agreement.

Companion Agreements no third-party beneficiaries. Any Buyer Affiliate (which includes any entity directly or indirectly owned or controlled by Buyer) may purchase under this Agreement by issuing a purchase order or entering into a companion agreement (each a “ Companion Agreement ”) with Supplier or Supplier’s Affiliate. Each Companion Agreement will expressly incorporate this Agreement except as agreed by Supplier or its Affiliate and the Buyer Affiliate. Supplier or its Affiliate will invoice the Buyer Affiliate directly and look only to it for payment. There will be no joint and several liability between (i) Buyer and any Buyer Affiliate that is party to a Companion Agreement with respect thereto or (ii) Supplier and any Supplier Affiliate that is party to a Companion Agreement with respect thereto, nor among Buyer Affiliates or Supplier Affiliates that are parties to different Companion Agreements. None of Buyer or Buyer Affiliates or Supplier or its Affiliates will be regarded as agent, partner, or guarantor of any other. Purchases under this Agreement and all Companion Agreements will be aggregated for purposes of calculating any volume discounts or rebates. In addition, Buyer may require Supplier to enter into similar Companion Agreements with Buyer regional Affiliates if Buyer has a regional business structure, with additional terms and conditions as reasonably agreed by the parties. Except as provided in this subsection, there are no other third party beneficiaries to this Agreement.

Companion Agreements. This Agreement is one of two companion but separate agreements entered into at the same time and with substantially the same terms. * The other party to each of the Companion Agreements are separate entities, each with its own Markets to which the specific Companion Agreement will apply. However, the Companion Agreements will be administered and performed together (e.g., Subscribers under both Companion Agreements shall be processed on a single instance of the System), and provisions related to volume commitments, minimums, limitations and fees shall be construed together as further described in Section 41.2. 41.2.

Companion Agreements. (a) At Hercules' request, the terms of this Master Agreement shall be incorporated by reference into individual Companion Agreements, which shall be executed by ---------HCL America, Inc. or an Affiliate of ---------HCL America, Inc. and Hercules Incorporated or an Eligible Recipient. All Services shall be provided by ---------HCL America, Inc. or the applicable Affiliate of ---------HCL America, Inc. pursuant to this Master Agreement or an executed Companion Agreement. Unless and to the extent an individual Companion Agreement expressly provides otherwise, each Companion Agreement shall incorporate by reference the terms and conditions of this Master Agreement and shall not be construed as altering or superseding the rights and obligations of the Parties under this Master Agreement. Unless and to the extent otherwise agreed, the form of the Companion Agreement shall be as set forth in Exhibit 3. (b) Notwithstanding the foregoing, ---------HCL America, Inc. shall be responsible for any failure by an Affiliate of ---------HCL America, Inc. to perform in accordance with a Companion Agreement executed by such Affiliate or to comply with such Affiliate’s duties or obligations under such Companion Agreement to the same extent as if such failure to perform or comply was committed by ---------HCL America, Inc., including, subject to Section 18.3, any damages incurred by Hercules or an Eligible Recipient as a result of any such failure to perform or comply. (c) The Supplier Account Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of Supplier (including decisions, consents, notices, acceptances and approvals) and only the Supplier Account Manager (and his or her designees(s)) shall be authorized to act on behalf of Supplier or to amend, modify, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. change, waive or discharge their rights and obligations under this Master Agreement or such Companion Agreements. (d) The Hercules Relationship Manager (and his or her designees(s)) shall remain responsible for the administration of this Master Agreement and the individual Companion Agreements on a day-to-day basis on behalf of Hercules and the Eligible Recipients (including decisions, consent...

Companion Agreements. If a Customer Group Member wishes to purchase Services or a Service Provider Group Member(s) will provide Services with respect to a particular Country or Region, or in respect of a customer or a group of customers, or in cases where any supplementary or modified provisions are either (a) required by Local Laws ("Local Law Matters") or (b) appropriate due to local practice ("Approved Local Provisions"), the Parties will cause, subject to Section 2.8, a mutually agreed companion agreement (“Companion Agreement”), containing any Local Law Matter or Approved Local Provisions, as applicable, to be signed by the appropriate parties. Each Companion Agreement will be substantially in the form set forth in Schedule 6. Each Companion Agreement executed pursuant to the terms of this Agreement will be subject to this Agreement, as modified by the Companion Agreement, and effective no later than the date for commencement of the provision of Services by Service Provider or Service Provider Group Member in such Country or Region. 2.3.1 The Parties to this Agreement will cause their respective Group Members that enter into any Companion Agreement to observe and perform the obligations of such Party as set forth in the Companion Agreement. Each Party will be liable for all obligations and liabilities accepted or incurred by its Group Members under each Companion Agreement. 2.3.2 Each Companion Agreement will be deemed to be a separate divisible contract both in respect of this Agreement and in the case of other Companion Agreements, except to the extent specified in this Agreement. 2.3.3 The Companion Agreement template annexed hereto as Schedule 6 will be interpreted in accordance with New York law and practice and in contemplation of New York law applying, except in respect of personnel and pension issues relating to Transferring Personnel and other Local Law Matters. Any Companion Agreement and related schedules, including changes to the Agreement and related Schedules, as incorporated or copied into the Companion Agreement, will be amended only in a written document signed by authorized representatives of each Party and as necessary to reflect the specific legal requirements and business practices from time to time applicable in the relevant jurisdiction in order to produce the legal and business result intended by the Parties.

Companion Agreements. The term of any Companion Agreement or Statement of Work will be from the effective date of the Companion Agreement or Statement of Work until the termination date specified in the Companion Agreement or Statement of Work, or, if no termination date is specified, then the expiration or termination date of this Agreement or any extension of such date, unless sooner terminated under the provisions of this Agreement or the applicable Companion Agreement.

Companion Agreements. Unless otherwise agreed in a Companion Agreement and approved by the Customer Contract Executive, each Companion Agreement will be governed by and construed in accordance with the laws of the state of [*] and applicable U.S. federal laws, without giving effect to principles of conflict of laws; provided, however, that Local Law Matters under Companion Agreements will in each such case be governed by appropriate Local Laws.