Continued Provision of Services Sample Clauses

Continued Provision of Services. Unless agreed otherwise in writing by Viterra and the Client, if the Client: (a) acquires any Services from Viterra after the Expiry Date; and (b) has not executed a new agreement with Viterra in respect of those Services, the Parties agree that Viterra will provide (if the Client meets the Prudential Requirements), and the Client will acquire, those Services after the Expiry Date on the terms and conditions set out in Viterra’s then current Storage & Handling Agreement.

Continued Provision of Services. 10.1 Business Resumption Plan. Exhibit 10.1 sets forth the procedures to be followed with respect to the continued provision of the Services in the event a Service Center, including for the avoidance of doubt any call center used by TPA in providing the Services, is unavailable for use by TPA because it has been destroyed, damaged or is otherwise not available for use (the "Business Resumption Plan") to such an extent that TPA is unable to provide any or all of a portion of the Services. TPA may modify or change the Business Resumption Plan at any time; provided, however, that such change or modification shall be reasonably acceptable to the Customers and shall not materially adversely affect TPA's ability to restore the Services. TPA shall (1) notify the Customers of any material change or modification in the Business Resumption Plan, (2) test the Business Resumption Plan at least once every calendar year during the Initial Term, the Renewal Term, if any, and the Transfer Assistance Period, if any, and promptly advise the Customers of the test results, (3) consult with the Customers regarding the priority to be given to the Services during the pendency of any such disaster and (4) not be excused from implementing the Business Resumption Plan as a result of the events described in Section 10.2.

Continued Provision of Services. UPC shall provide or cause to be provided the Data Center Services, the Agilink Services, and the Office Space and Related Equipment and Services (collectively, the “Services”) to Overnite and its subsidiaries pursuant to the terms and conditions set forth herein. UPC shall provide Services of at least the same nature and quality as the similar services that it has provided to OTC during the year prior to the Effective Date of this Agreement, and shall perform the Services with at least the same degree of care, skill, timeliness and prudence that it exercises with respect to its own operations. The provision of Agilink Services will be governed solely by the Agilink Letter. The availability of the systems used in providing the Data Center Services and UPC’s response times related to provision of the Data Center Services shall meet or exceed the standards to be agreed to between UPC and Overnite. UPC agrees to cooperate in good faith with Overnite to plan and evaluate upgrades related to the Data Center Services and the relocation of OTC’s data center to Richmond, Virginia. In the event that Overnite requires any additional services not contemplated hereby, Overnite shall deliver a written request for such services, and UPC will determine in its sole judgment whether it will provide such additional requested services. The rate for such additional services shall be determined in accordance with Section 6 of this Agreement.

Continued Provision of Services. 8.01 Disaster Recovery Plan. Exhibit H sets forth the procedures to be followed with respect to the continued provision of the Customer Services and the Additional Services in the event the Service Center is unavailable for use by Liberty because it has been destroyed, damaged or is otherwise not available for use (the "Disaster Recovery Plan") to such an extent that Liberty is unable to provide a substantial portion or all of the Customer Services or the Additional Services. Liberty may modify or change the Disaster Recovery Plan at any time; provided, however, that such change or modification shall be reasonably acceptable to Customer and shall not materially adversely affect Liberty's ability to restore the Customer Services or the Additional Services. Liberty shall (1) notify Customer of any material change or modification in the Disaster Recovery Plan, (2) test the Disaster Recovery Plan at least once every calendar year during the Term or the Renewal Term, (3) consult with Customer regarding the priority to be given to the Customer Services and the Additional Services during the pendency of any such disaster and (4) not be excused from implementing the Disaster Recovery Plan as a result of the events described in Section 8.02.

Continued Provision of Services. 7.01 Disaster Recovery Plan As part of Services, TM VENDORS shall (1) develop and submit to AMEX for AMEX's consideration a Disaster Recovery Plan (the "DRP") within 20 business days of the Effective Date that meets or exceeds the requirements set forth in Exhibit E, (2) periodically update and test the operability of the DRP in effect at that time, (3) upon AMEX's request, certify to AMEX that the DRP is fully operational at least once a year and (4) immediately provide AMEX with notice of a disaster and implement the DRP upon the occurrence of a disaster at a TM VENDORS Service Location or otherwise affecting the provisions or receipt of the Services (a "Disaster"). TM VENDORS shall use its best efforts to reinstitute the Services within four (4) hours of the occurrence of a Disaster but, in any event, shall reinstitute the Services within twenty-four (24) hours of each occurrence. In the event TM VENDORS provides the Services from a business recovery center for more than thirty (30) days, AMEX may terminate this Agreement for cause upon notice to CREDITCOMM.

Continued Provision of Services. After termination of this Agreement for any reason, AFA shall, on written request by the Partnership, continue to furnish the services to the Partnership on the same terms for up to an additional 90 calendar days from the date of termination (in which event AFA shall be compensated as provided in this Agreement) and shall assist with the transfer of the Services to a new adviser or to the Partnership (or one or more of its Affiliates). In such circumstances, (i) AFA shall cooperate with the reasonable requests of the Partnership in order facilitate the transition of the Services and (ii) AFA shall be compensated for such Services notwithstanding the provisions of Section 13(d) above.

Continued Provision of Services. Executive agrees to provide services through the Retirement Date, with changes to his responsibilities and work schedule effective September 1, 2023 (the “Transition Date”). Notwithstanding anything in this Agreement or otherwise to the contrary, Executive and the Company agreed that the operation of this Agreement and Executive’s cessation of service to the Company under this Agreement (including any changes in Executive’s employment, duties, and responsibilities hereunder) shall not be considered any kind of Company-initiated termination of employment or any kind of constructive termination of Executive’s employment, including for purposes of any compensation plans, programs, arrangements, or agreements regarding the Company and Executive. As of the Transition Date, Executive’s responsibilities will permanently change, as follows: • Hours reduction of at least 80%; Executive will transition from a full-time Executive Vice President (50 hours per week) to a part-time Executive Consultant (no more than 8 hours per week); • Base salary reduction of 80% to new annualized salary of $124,000 per year; • Annual Incentive Rate of 75% of new base salary in the Xxxxx Corning 2021 Corporate Incentive Plan (CIP) award for 2023; • No new equity grants under the Company’s Stock Plan, with continued vesting of existing equity grants through the Retirement Date, and treatment of such existing equity grants as required by existing grant agreements, including any continued vesting beyond the Retirement Date only as required by existing grant agreements; • Continued access to Company benefits while employed through the Retirement Date, consistent with the standard terms of the Company’s “Phased Retirement Program,” which exists for employees at all levels of the Company and is designed to reduce hours/pay (but not benefits) during a transition toward an irrevocable retirement date. Upon request, Executive agrees to separately execute a standard Phased Retirement letter, with the parties’ understanding that it cannot supersede the terms of this Agreement; and • Executive shall no longer serve as an Executive Officer as of the Transition Date due to the change in Executive’s responsibilities, which will no longer include leading any of the Company’s businesses or setting Company policy

Continued Provision of Services. 11.1. Throughout the Exit Period, the Provider shall continue to devote such time and resources to the continued provision of the Services as is required so as to ensure that there is no disruption to the Services and no reduction in Service Levels or the quality of the Services, to the extent that such Services are not being reduced or varied by agreement in readiness for the transfer of the Services during or at the end of the Exit Period; and 11.2. In the event of the appointment of the Purchaser and/or a Replacement Provider to provide the Services or a part thereof in place of the Provider, the Provider shall: 11.2.1. undertake discussions in good faith with the Purchaser and/or the applicable third party concerning the transfer of the Services to the Purchaser and/or the Replacement Provider, as applicable; and 11.2.2. provide all reasonable assistance and information to the Purchaser and/or the applicable third party and co-operate fully and in good faith with the Purchaser and/or any third party, in order to effect a smooth transfer of the Services to the Purchaser and/or such Replacement Provider. 11.3. The Provider shall provide regular progress reports (on an at least weekly basis) throughout the Exit Period, detailing the status of the Provider‟s performance as against the Exit Plan, setting out any actual or anticipated problems or delays. The Provider shall take pro-active measures promptly to resolve such problems.

Continued Provision of Services. 16.1 DISASTER RECOVERY PLAN. PacifiCare's current disaster recovery plans (collectively, the "DRP") are set forth in Schedule 16.1, which DRP shall be effective under this Agreement until PacifiCare approves of any successor DRP to be developed pursuant to this Section 16. 1. Promptly following the Effective Date, Supplier shall: (a) evaluate PacifiCare's current DRP and submit recommended DRP improvements for PacifiCare's review and approval and, if PacifiCare approves of the DRP improvements, implement a revised DRP acceptable to PacifiCare [...***...], or within another time period agreed to by the Parties; (b) update and test the operability of the DRP [...***...] during the Term; and, (c) during the period in which Supplier will provide disaster recovery services in lieu of the services that are provided under [...***...] certify in writing to PacifiCare [...***...] during the Term that the DRP is in place and executable in accordance with its terms. Supplier shall immediately notify PacifiCare of the occurrence of events that Supplier becomes aware of that could reasonably be considered a disaster (as defined in the DRP) and implement the DRP upon the declaration of a disaster by PacifiCare in *CONFIDENTIAL TREATMENT REQUESTED accordance with the DRP. Without limiting Supplier's other obligations under this Agreement, including the Service Levels, in the event of an interruption in services described as "critical" in Schedule 16.1 ("CRITICAL SERVICES"), Supplier shall use all reasonable efforts to reinstate the Critical Services as promptly as possible, but in any event within the number of hours identified in Schedule 16.1 with respect to each of the Critical Services. In the event of a disaster (as such term is defined in the DRP), PacifiCare shall continue to pay the then-current Base Fees, and Supplier shall not increase its Fees under this Agreement or charge PacifiCare usage or other incremental fees in addition to the Base Fees or the Variable Fees.

Continued Provision of Services. (a) Business Continuity Plan. InfoSync will make its business continuity plan available to Client prior to implementation of the Services. In the event that InfoSync is planning to amend, update or otherwise alter its business continuity plan it shall provide Client with reasonable notice of such amendment including sufficient detail thereof and shall not amend, update or otherwise alter such business continuity plan without Client’s prior written consent.