Delegation of Transition Services Sample Clauses

Delegation of Transition Services. Recipient acknowledges that Provider may provide the applicable Transition Services itself, through any of its Affiliates or through one or more third parties engaged by Provider to provide Transition Services in accordance with the terms of this Agreement (each such third party, a “Third Party Service Provider”). Provider acknowledges that notwithstanding any delegation of its responsibilities under this Agreement, it shall remain responsible for the provision of the Transition Services and its Affiliates’ and Third Party Service Provider’s compliance with the standard of performance set forth herein.
Sample 1
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Delegation of Transition Services. Recipient acknowledges that Provider may provide the applicable Transition Services itself, through any of its Affiliates or through one or more third parties engaged by Provider to provide Transition Services in accordance with the terms of this Agreement (each such third party, a “Third Party Service Provider”). Provider acknowledges that notwithstanding any delegation of its responsibilities under this Agreement, it shall remain responsible for the provision of the Transition Services and its Affiliates’ and Third Party Service Provider’s compliance with the standard of performance set forth herein, and shall be responsible for the acts and omissions of such Third Party Service Provider in connection with performance of the Transition Services, as if it had performed such acts or omissions itself. During the Term, Provider shall notify Recipient of any Third Party Service Providers that Provider desires to use in providing the Transition Services and provide an estimate of the costs likely to be incurred by Recipient from any such Third Party Service Provider. Recipient shall have the right to reject any such Third Party Service Provider in its reasonable discretion. Provider shall not enter into any agreement on behalf of, or that would otherwise bind, Recipient or its Affiliates.
Sample 1
Delegation of Transition Services. Notwithstanding anything to the contrary set forth herein, to the extent any Transition Services were outsourced and provided by a third party during the twelve (12)-month period prior to the Effective Date, Seller shall be permitted to continue to outsource such Transition Services without the review or approval of Buyer. In the event that Seller outsources Transition Services, Seller shall notify Buyer as soon as practicable regarding such outsourcing services Seller acknowledges that notwithstanding any delegation of their responsibilities under this Agreement, they shall remain responsible for the provision of the Transition Services and the third party’s compliance with the standard of performance set forth herein.
Sample 1
Delegation of Transition Services. To the extent any Transition Services were outsourced and provided by a third party during the twelve (12)-month period prior to the Effective Date, the Supplier Party shall be permitted to continue to outsource such Transition Services without the review or approval of Receiving Party. Should the Supplier Party wish to outsource or delegate any Transition Services, while the Receiving Party is receiving such Transition Services from Supplier Party, to any other third parties after the Effective Date, the Supplier Party shall be permitted to do so subject to providing prior written notice to Receiving Party and discussing, in good faith, with Receiving Party such proposed outsourcing or delegation, if the third party would reasonably be expected to be qualified to provide such Transition Services (including with respect to the standard of performance described in Section 1(b)).
Sample 1
Delegation of Transition Services. Notwithstanding anything to the contrary set forth herein, to the extent any Transition Services were outsourced and provided by a third party during the twelve (12)-month period prior to the Effective Date, the Supplier Party shall be permitted to continue to outsource such Transition Services without the review or approval of the Purchaser Party. Should the Supplier Party wish to outsource or delegate any Transition Services to third parties after the Effective Date, the Supplier Party shall be permitted to do so without the review or approval of the Purchaser Party, if the third party, in the Supplier Party's sole and reasonable judgment, is qualified to provided such Transition Services. The Supplier Party acknowledges that notwithstanding any delegation of their responsibilities under this Agreement, the Supplier Party shall remain responsible for the provision of the Transition Services and the third party's compliance with the standard of performance set forth herein.
Sample 1
Delegation of Transition Services. Notwithstanding anything to the contrary set forth herein, to the extent any Transition Services were outsourced and provided by a third party during the twelve (12)-month period prior to the Effective Date, the...
Sample 1

Related to Delegation of Transition Services

  • Transitional Services Contractor shall provide Transitional Services to offenders who are being released from a prison, an assessment/sanction center, prerelease center, or treatment center for up to the first 90 days of community supervision after release. A Probation and Parole Officer (PO) will determine the specific services to be provided to each offender based on the offender’s needs and individualized case plan as determined or developed by the State. The referring PO will complete an agreed upon referral form designating the services selected. Contractor will confirm availability of services, establish a start date, and return the referral form to the PO and the designated State staff.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • OTHER ADMINISTRATIVE SERVICES 1. Coordinate the layout, printing and electronic delivery of publicly disseminated prospectuses and shareholder reports, make recommendations to improve their effectiveness or reduce expenses.

  • Administrative Services In addition to the portfolio management services specified above in section 2, you shall furnish at your expense for the use of the Fund such office space and facilities in the United States as the Fund may require for its reasonable needs, and you (or one or more of your affiliates designated by you) shall render to the Trust administrative services on behalf of the Fund necessary for operating as an open end investment company and not provided by persons not parties to this Agreement including, but not limited to, preparing reports to and meeting materials for the Trust's Board of Trustees and reports and notices to Fund shareholders; supervising, negotiating contractual arrangements with, to the extent appropriate, and monitoring the performance of, accounting agents, custodians, depositories, transfer agents and pricing agents, accountants, attorneys, printers, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable to Fund operations; preparing and making filings with the Securities and Exchange Commission (the "SEC") and other regulatory and self-regulatory organizations, including, but not limited to, preliminary and definitive proxy materials, post-effective amendments to the Registration Statement, semi-annual reports on Form N-SAR and notices pursuant to Rule 24f-2 under the 1940 Act; overseeing the tabulation of proxies by the Fund's transfer agent; assisting in the preparation and filing of the Fund's federal, state and local tax returns; preparing and filing the Fund's federal excise tax return pursuant to Section 4982 of the Code; providing assistance with investor and public relations matters; monitoring the valuation of portfolio securities and the calculation of net asset value; monitoring the registration of Shares of the Fund under applicable federal and state securities laws; maintaining or causing to be maintained for the Fund all books, records and reports and any other information required under the 1940 Act, to the extent that such books, records and reports and other information are not maintained by the Fund's custodian or other agents of the Fund; assisting in establishing the accounting policies of the Fund; assisting in the resolution of accounting issues that may arise with respect to the Fund's operations and consulting with the Fund's independent accountants, legal counsel and the Fund's other agents as necessary in connection therewith; establishing and monitoring the Fund's operating expense budgets; reviewing the Fund's bills; processing the payment of bills that have been approved by an authorized person; assisting the Fund in determining the amount of dividends and distributions available to be paid by the Fund to its shareholders, preparing and arranging for the printing of dividend notices to shareholders, and providing the transfer and dividend paying agent, the custodian, and the accounting agent with such information as is required for such parties to effect the payment of dividends and distributions; and otherwise assisting the Trust as it may reasonably request in the conduct of the Fund's business, subject to the direction and control of the Trust's Board of Trustees. Nothing in this Agreement shall be deemed to shift to you or to diminish the obligations of any agent of the Fund or any other person not a party to this Agreement which is obligated to provide services to the Fund.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • ADMINISTRATION SERVICES When a medical prescription drug is administered by infusion, the administration of the prescription drug may be covered separately from the prescription drug. See Infusion Therapy - Administration Services in the Summary of Medical Benefits for benefit limits and the amount you pay. Prescription drugs that are self-administered are not covered as a medical benefit but may be covered as a pharmacy benefit. Please see Pharmacy Prescription Drugs and Diabetic Equipment or Supplies – Pharmacy Benefits section above for additional information. Site of Care Program For some medical prescription drugs, after the first administration, coverage may be limited to certain locations (for example, a designated outpatient or ambulatory service facility, physician’s office, or your home), provided the location is appropriate based on your medical status. For a list of medical prescription drugs that are subject to this Site of Care Program, visit our website. Preauthorization may be required to determine medical necessity as well as appropriate site of care. If we deny your request for preauthorization, or you disagree with our determination for the appropriate site of care, you can submit a medical appeal. See Appeals in Section 5 for information on how to file a medical appeal.

  • Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

  • Optional Services To the extent that the Fund elects to engage the Transfer Agent to provide the services listed below the Fund shall engage the Transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

  • 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.

  • Agreement to Provide Services Xxxxxxx Sachs hereby engages the Contract Underwriter, and the Contract Underwriter hereby agrees, to provide the following Services: (a) establish and maintain (or assist the Company in establishing and maintaining) relationships with owners of Contracts who are its customers or customers of other broker-dealers with whom it has entered into agreements to sell the Contracts (“Selling Dealers”); (b) provide Contract owners with “personal services” (within the meaning of NASD Conduct Rule 2830(b)(9)); (c) assist in the preparation of advertisements and other sales literature for the Contracts that describes or discusses the Funds; (d) provide sales compensation to representatives of the Contract Underwriter; (e) pay money to Selling Dealers for any of the foregoing purposes; and (f) perform any additional services primarily intended to result in the distribution of the Contracts and the sale of the Service Shares to the Company.

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