Duration of Services and Access to Facilities Sample Clauses

Duration of Services and Access to Facilities. Subject to Section 6.01 hereof, each of Xxxxxxx and Veralto shall provide or cause to be provided to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedules hereto but, in any event, no later than the second (2nd) anniversary of the Distribution Date (the “Term”); provided, however, to the extent that a Xxxxxxx Provider’s ability to provide a Xxxxxxx Provided Service or access to a Xxxxxxx Provided Facility, as the case may be, is dependent on the continuation of either a Veralto Provided Service or access to a Veralto Provided Facility, as the case may be, Xxxxxxx’x obligation to provide, or cause to be provided, such Xxxxxxx Provided Service or access to such Xxxxxxx Provided Facility shall terminate automatically with the termination of such supporting Veralto Provided Service or access to such supporting Veralto Provided Facility; provided, further, to the extent that a Veralto Provider’s ability to provide a Veralto Provided Service or access to a Veralto Provided Facility, as the case may be, is dependent on the continuation of either a Xxxxxxx Provided Service or access to a Xxxxxxx Provided Facility, as the case may be, Veralto’s obligation to provide, or cause to be provided, such Veralto Provided Service or access to such Veralto Provided Facility shall terminate automatically with the termination of such supporting Xxxxxxx Provided Service or access to such supporting Xxxxxxx Provided Facility.
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Duration of Services and Access to Facilities. (a) Subject to Section 6.01 hereof, each of Everest and Newco shall provide or cause to be provided to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedules hereto or, if no such period is provided with respect to a particular Service or Facility on such Schedules, on the second anniversary of the Closing Date, except and to the extent extended pursuant to Section 6.01 (with respect to each Service or Facility access, the “Service Term”).
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Duration of Services and Access to Facilities. (a) Subject to Section 6.1, each of Cummins and Filtration shall provide, or cause to be provided, to the respective Recipients each Service or access to each Facility until the expiration of the period set forth next to such Service or Facility on the applicable Schedule or Joinder Agreement (the date of any such Service or Facility access expiration, and as such date may be amended pursuant to Section 2.3(b), the “Service Term”) or, if no such period is provided with respect to a particular Service or Facility on such Schedule, the applicable Service Term shall expire on the twenty-four (24)-month anniversary of the Effective Date, provided that notwithstanding anything in the Schedules, Section 2.3(b) or any Joinder Agreement to the contrary, (i) any Service Term for Pre-IPO Services or Pre-IPO Facilities access commences at the start of the provision of such service or access and then otherwise expires in accordance with the other terms and provisions of this Agreement, (ii) no Service Term shall extend beyond the Disposition Date for any Services or Facilities access required by applicable Law to end as of such date or otherwise denoted as a “Disposition Date Service” on the applicable Schedule (any Service or Facilities access under this clause (ii), a “Disposition Date Service”) and (iii) no Service Term shall extend beyond earlier of (A) the twenty-four (24)-month anniversary of the date of the Disposition Date, if any, or (B) the thirty (30)-month anniversary of the Effective Date (the earlier of (A) or (B), the “Term”); provided, however, that, to the extent that a Cummins Provider’s ability to provide a Cummins-Provided Service or access to a Cummins-Provided Facility, as the case may be, is dependent on the continuation of either a Filtration-Provided Service or access to a Filtration-Provided Facility, as the case may be, Cummins’ obligation to provide, or cause to be provided, such Cummins-Provided Service or access to such Cummins-Provided Facility shall terminate automatically with the termination of such supporting Filtration-Provided Service or access to such supporting Filtration-Provided Facility; provided, further, that, to the extent that a Filtration Provider’s ability to provide a Filtration-Provided Service or access to a Filtration-Provided Facility, as the case may be, is dependent on the continuation of either a Cummins-Provided Service or access to a Cummins-Provided Facility, as the case may be, Filtration’s obligation to prov...
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Related to Duration of Services and Access to Facilities

  • Utilities and Access To the knowledge of the Transaction Entities, water, stormwater, sanitary sewer, electricity and telephone service are all available at the property lines of each Property over duly dedicated streets or perpetual easements of record benefiting the applicable Property. To the actual knowledge of the Transaction Entities, each of the Properties has legal access to public roads and all other roads necessary for the use of each of the Properties.

  • Inspection and Access Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder.

  • Services and Exclusivity of Services The Company and Executive ------------------------------------ recognize that the services to be rendered by Executive are of such a nature as to be peculiarly rendered by Executive, encompass the individual ability, managerial skills and business experience of Executive and cannot be measured exclusively in terms of hours or services rendered in any particular period. Executive agrees to devote Executive's full business time and to use Executive's best efforts, energy and ability exclusively toward advancing the business, affairs and interests of the Company, and matters related thereto.

  • Access to Facilities Each of the Company and each of its Subsidiaries will permit any representatives designated by the Purchaser (or any successor of the Purchaser), upon reasonable notice and during normal business hours, at such person's expense and accompanied by a representative of the Company, to:

  • Coordination, Oversight and Monitoring of Service Providers As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

  • Information and Access From the date of this Agreement and continuing until the Effective Time, Parent, as to itself and Sub, on the one hand, and the Company, as to itself and its subsidiaries, on the other hand, each agrees that it shall afford and, with respect to clause (b) below, shall cause its independent auditors to afford, (a) to the officers, independent auditors, counsel and other representatives of the other reasonable access, upon reasonable advance notice, to its (and in the case of Parent, Sub's, and in the case of the Company, its subsidiaries') properties, books, records (including tax returns filed and those in preparation) and executives and personnel in order that the other may have a full opportunity to make such investigation as it reasonably desires to make of the other consistent with their rights under this Agreement, and (b) to the independent auditors of the other, reasonable access to the audit work papers and other records of its independent auditors. No investigation pursuant to this Section 5.1 shall affect or otherwise obviate or diminish any representations and warranties of any party or conditions to the obligations of any party. No party shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize the attorney-client privilege or the institution in possession or control of such information or contravene any law, rule, regulations, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply.

  • Maintenance and Access to Records Keep adequate records, in accordance with GAAP, of all its transactions so that at any time, and from time to time, its true and complete financial condition may be readily determined, and promptly following the reasonable request of the Lender, make such records available for inspection by the Lender and, at the expense of the Borrower, allow the Lender to make and take away copies thereof.

  • Retention of and Access to Records After the Closing, Buyer shall retain for a period consistent with Buyer's record-retention policies and practices those Records of Seller delivered to Buyer. Buyer also shall provide Seller and its representatives reasonable access thereto, during normal business hours and on at least three days' prior written notice, to enable them to prepare financial statements or tax returns or deal with tax audits. After the Closing, Seller shall provide Buyer and its representatives reasonable access to Records that are Excluded Assets, during normal business hours and on at least three days' prior written notice, for any reasonable business purpose specified by Buyer in such notice.

  • Termination of Facilities Declare the principal of and interest on the Loans, the Notes and the Reimbursement Obligations at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, all L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the Credit Facility and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided, that upon the occurrence of an Event of Default specified in Section 12.1(j) or (k), the Credit Facility shall be automatically terminated and all Obligations (other than Hedging Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

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