Transponders The transponders on the Satellite and the beams in which these transponders are grouped are referred to as “Transponder(s)” and the “Beam(s),” respectively. Galaxy 18, Galaxy 13 or Horizons 1 or such other satellite as to which Customer may at the time be using capacity hereunder, as applied in context herein, is referred to as the “Satellite.” Intelsat shall not preempt or interrupt the provision of the Customer’s Transponder Capacity to Customer, except as specifically permitted under this Agreement.
Risk Allocation Each Party agrees that the Fees charged under this Agreement reflect the allocation of risk between the Parties, including the disclaimer of warranties in Section 3.5(a) and the limitations on liability in Section 7.1. Modifying the allocation of risk from what is stated here would affect the Fees that each Party charges, and in consideration of those Fees, each Party agrees to the stated allocation of risk.
THE WORK The term "
Payment Frequency As of the Cutoff Date and as shown on the books of CNHICA: (A) Receivables having an aggregate Statistical Contract Value of approximately 63.03% of the Aggregate Statistical Contract Value had annual scheduled payments, (B) Receivables having an aggregate Statistical Contract Value of approximately 2.95% of the Aggregate Statistical Contract Value had semi-annual scheduled payments, (C) Receivables having an aggregate Statistical Contract Value of approximately 0.69% of the Aggregate Statistical Contract Value had quarterly scheduled payments, (D) Receivables having an aggregate Statistical Contract Value of approximately 28.60% of the Aggregate Statistical Contract Value had monthly scheduled payments, and (E) the remainder of the Receivables had irregularly scheduled payments.
Uncontrollable Events BISYS assumes no responsibility hereunder, and shall not be liable for any damage, loss of data, delay or any other loss whatsoever caused by events beyond its reasonable control.
Service Level Service Provider will classify incidents at its own discretion. Such classifications shall be consistent with the priorities Service Provider set for itself as a recipient of services. Incidents classified using this methodology will be triaged as documented in Attachment A.
Service Interruptions When necessary by reason of accident or emergency, or for repairs, alterations, replacements or improvements which in the reasonable judgment of Landlord are desirable or necessary to be made, or by reason of event(s) of Force Majeure, Landlord reserves the right to interrupt, curtail, stop or suspend (i) the furnishing of heating, elevator, air conditioning, and cleaning services and (ii) the operation of the plumbing and electric systems. Landlord shall exercise reasonable diligence to eliminate the cause of any such interruption, curtailment, stoppage or suspension, but there shall be no diminution or abatement of rent or other compensation due from Landlord to Tenant hereunder, nor shall this Lease be affected or any of the Tenant’s obligations hereunder reduced, and the Landlord shall have no responsibility or liability for any such interruption, curtailment, stoppage, or suspension of services or systems, except as provided herein. Landlord shall schedule all non-emergency interruptions, curtailments, stops or suspensions of services or systems in advance after consultation with Tenant, and shall make commercially reasonable efforts to avoid the same interfering with Tenant’s business. Notwithstanding the foregoing, Tenant shall be entitled to a proportionate abatement of Base Rent in the event of a Landlord Service Interruption (as defined below). For the purposes hereof, a “Landlord Service Interruption” shall occur in the event (i) the Premises shall lack any service which Landlord is required to provide hereunder thereby rendering at least fifty (50%) percent of the usable area of the Premises untenantable for the entirety of the Landlord Service Interruption Cure Period (as defined below), (ii) such lack of service was not caused by the act or omission of Tenant or any Tenant Party; (iii) Tenant in fact ceases to use at least fifty (50%) percent of the Premises for the entirety of the Landlord Service Interruption Cure Period; and (iii) such interruption of service was the result of causes, events or circumstances within the Landlord’s reasonable control and the cure of such interruption is within Landlord’s reasonable control. During such Landlord Service Interruption Period, Landlord will, if reasonably practical, cooperate with Tenant to arrange for the provision of any interrupted services on an interim basis via temporary measures until final corrective measures can be accomplished and Tenant will permit Landlord the necessary access to the Premises to remedy such lack of service, subject to the provisions of Section 9.06. For the purposes hereof, the “Landlord Service Interruption Cure Period” shall be defined as seven (7) consecutive Business Days after Landlord’s receipt of written notice from Tenant of the Landlord Service Interruption. This Section 6.03 shall be Tenant’s sole and exclusive remedy on account of an interruption of services or Landlord default resulting in an interruption of services other than Tenant’s right to obtain affirmative injunctive relief. This Section 6.03 shall not apply to any interruption or failure of services required to be provided by Landlord under Section 6.02(a) or Exhibit E attached hereto, which is caused in whole or in part by any act or omission of Tenant or any Tenant Party, or by any occurrence described in Section 16.09, or by any cause whatsoever other than those set forth in the first sentence of this Section 6.03. Notwithstanding the foregoing, if either Landlord or Tenant disputes in good faith whether, or the extent to which, an event is subject to the provisions of this Section 6.03, or the amount of Tenant’s abatement of Base Rent hereunder, such dispute shall be resolved in accordance with Section 16.17 of this Lease; provided, however, that in the event that it is ultimately determined that there was a Landlord Service Interruption, then Tenant shall have the right to a retroactive equitable abatement of Base Rent for the period as set forth above, provided that, if the Term expires before Tenant’s entire retroactive abatement has been effected, then Landlord shall immediately refund to Tenant any overpayment of Rent due under the Lease not yet received on account of the retroactive abatement.
Work Tenant, at its sole cost and expense, shall perform, or cause to be performed, the work (the “Work”) in the Expansion Space of the Premises provided for in the Approved Plans (as defined in Section 4 hereof). Subject to Tenant’s satisfaction of the conditions specified in this Work Letter Agreement, Tenant shall be entitled to Landlord’s Contribution (as defined in Section 9(b) below).
KEY PERFORMANCE INDICATORS (a) The Custodian and the Funds may from time to time agree to document the manner in which they expect to deliver and receive the services contemplated by this Agreement. The parties agree that any such key performance indicators (hereinafter referred to as “KPIs” or, individually as a “KPI”) shall be agreed upon in writing by the parties and shall be reflected in one or more schedules to this Agreement. The Custodian and the Funds acknowledge that any failure to perform in accordance with KPIs shall not in and of itself be considered a breach of contract that gives rise to contractual or other remedies provided that such failure may be a breach giving rise to contractual or other remedies if it is persistent and not remedied after consultation. Nothing in this Section 11 shall modify any party’s applicable standard of care under this Agreement; nor shall any meeting or discussion among the parties regarding KPIs be construed to prevent a party from pursuing any remedy otherwise available to it pursuant to this Agreement.
Frequency MONTHLY SUGGESTED FUND AUDITOR (A) FUNCTION INVESTORS BANK NYLIM OR FUND COUNSEL (C) ----------------------------------- --------------------------------- -------------------------------- --------------------------- Perform asset Diversification Perform asset diversification Review test results and take A - Provide consultation as testing to Establish qualification tests at each tax quarter end. any necessary action. Approve needed in establishing as a RIC. Timely report potential tax positions taken. positions to be taken in violations to Fund Management. tax treatment of particular FREQUENCY: QUARTERLY Follow-up on issues. issues. Review quarter end tests on a current basis. Perform qualifying income testing Perform qualifying income testing Review test results and take A - Consult as needed on to establish qualification as a (on book basis income, unless any necessary action. Approve tax accounting positions to RIC. material differences are tax positions taken. be taken. Review in anticipated) on quarterly basis conjunction with year-end FREQUENCY: QUARTERLY and as may otherwise be audit. necessary. Timely report potential violations to Fund Management. Follow-up on issues. Calculate total return information Provide total return Review total return information. on Funds as defined in the current calculations. Provide after-tax Prospectus and SAI. calculations in connection with post-effective amendment filings. FREQUENCY: MONTHLY Prepare the Funds' annual expense Prepare preliminary expense Provide asset level budget. Establish daily accruals. budget. Notify mutual fund projections. Approve expense accounting of new accrual rates. budget. FREQUENCY: ANNUALLY SUGGESTED FUND AUDITOR (A) FUNCTION INVESTORS BANK NYLIM OR FUND COUNSEL (C) ----------------------------------- --------------------------------- -------------------------------- --------------------------- Monitor the Funds' expense budget. Monitor actual expenses updating Provide asset level projections A/C - Provide consultation Review the Funds' multi-class budgets/expenses accruals. If quarterly. Provide vendor as requested. expense differentials. applicable, review expense information as necessary. differentials among classes to Review expense analysis and FREQUENCY: MONTHLY ensure consistency with Rule approve budget revisions. 18f-3 or the Funds' exemptive application and the Funds' private letter ruling or published ruling. Receive and coordinate payment of Propose allocations of invoices Approve invoices and Fund expenses. among Funds and obtain authorized allocations of payments. Send approval to process payment. invoices to IBT in a timely FREQUENCY: AS OFTEN AS NECESSARY manner. Calculate periodic dividend rates Calculate amounts available for Establish and maintain dividend C - Review dividend to be declared in accordance with distribution. Coordinate review and distribution policies. resolutions in conjunction management guidelines. by Fund Management and/or Approve distribution rates per with Board approval. auditors. Notify custody and share and aggregate amounts. FREQUENCY: ACCORDING TO DIVIDEND transfer agent of authorized Obtain Board approval when A - Review and approve POLICY dividend rates in accordance with required. dividend calculation Board approved policy. Report methodology for multi-class dividends to Board as required. funds. Provide consultation Obtain Board approval when as requested. required.
