Exception to Obligation to Provide Services Sample Clauses

Exception to Obligation to Provide Services. Without limiting its obligations pursuant to Section 2.4, Service Provider will in no case be obligated to (a) hire any additional employees, (b) maintain the employment of any specific employee, or (c) purchase, lease or license any additional equipment or software, unless any of the actions described in the subclauses (a) through (c) are necessary for Service Provider to satisfy its Service obligations under this Agreement.
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Exception to Obligation to Provide Services. Notwithstanding anything in this Agreement to the contrary, the relevant Providers shall not be obligated (and neither SharkNinja nor JS Global shall be obligated to cause any Provider) to provide any Services to the extent the provision of such Services would violate any Law or any Contract to which SharkNinja, JS Global, any of SharkNinja’s or JS Global’s Affiliates or any of the Providers are subject; provided, however, that SharkNinja and JS Global shall comply with Section 7.02 in seeking to obtain any Required Consents necessary to provide such Services; provided further that SharkNinja will not, and will cause its Affiliates not to, enter into any Contract during the Term that it knows would materially prevent the relevant SharkNinja Provider from providing the Services hereunder.
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Exception to Obligation to Provide Services. Notwithstanding anything in this Agreement to the contrary, SharkNinja shall not be obligated to provide any Services to the extent the provision of such Services would violate any applicable Law or any Contract to which SharkNinja or its Affiliates are subject; provided, however, that SharkNinja and JS Global shall comply with Section 7.02 in seeking to obtain any Required Consents necessary to provide such Services; provided further that SharkNinja will not, and will cause its Affiliates not to, enter into any Contract during the Term that it knows would materially prevent SharkNinja from providing the Services hereunder.
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Exception to Obligation to Provide Services. Notwithstanding anything in this Agreement to the contrary, the relevant Providers shall not be obligated (and neither NCR nor ATMCo shall be obligated to cause any Provider) to provide any Services to the extent the provision of such Services would violate any Law or any Contract to which NCR, ATMCo, any of NCR’s or ATMCo’s Affiliates or any of the Providers are subject; provided, however, that NCR and ATMCo shall comply with Section 7.02 in seeking to obtain any Required Consents necessary to provide such Services.
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Exception to Obligation to Provide Services. Notwithstanding anything to the contrary contained herein, no Provider shall be obligated to (and no Party shall be obligated to cause any Provider to) provide, or continue to provide, any Service, if the provision of such Service would (a) violate any applicable Law, (b) violate any agreement, license or documented commitment to customers (“Commitment”); (c) result in the disclosure of information subject to any applicable privileges (including the attorney-client or similar privilege), or (d) be used by or for any line of business, or other material asset acquired by, assumed or otherwise transferred to, such other Party following the Effective Date; provided, however, that (i) the foregoing limitation with respect to agreements, licenses and Commitments shall only apply to any such agreement, license or Commitment entered into with an unaffiliated third party prior to the Effective Date (each, a “Pre-Signing Agreement”) and Provider shall promptly notify Recipient of any Service affected thereby; (ii) with respect to (a) and (b) above, Provider shall use commercially reasonable efforts to obtain or cause to be obtained Third-Party Consents and Permits such that the Services might be provided, or continue to be provided, without violation of Law or any agreement, license or Commitment, including as of the Disaffiliation Date, if applicable; (iii) with respect to (a), (b) and (c) above, Provider shall (x) make any commercially reasonable changes with respect to such Services such that they might be provided, or continue to be provided, without violation of Law or any agreement, license or Commitment, or disclosure of information subject to applicable privileges (which changes, for the avoidance of doubt, shall be deemed to be Required Changes), (y) if no such changes are reasonably possible, provide a Replacement Service in accordance with Section 2.06, and (z) continue to be obligated to provide such Service to the extent that doing so would not result in a violation of applicable Law, or any Pre-Signing Agreements, or disclosure of privileged information; and (iv) with respect to (d) above, the Recipient may request a Change to a Service in order for such Service to be used by or for any line of business, or other material asset acquired by, assumed or otherwise transferred to, the Recipient, and that such Provider will consider such Change Request as contemplated in Section 2.11(b). For the avoidance of doubt, nothing in this Section 2.07 is intended t...
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Exception to Obligation to Provide Services. Notwithstanding anything to the contrary contained herein, Saol shall not be obligated to provide (or cause the provision of) any Transition Services if the provision of such Transition Services violate any Law, Order, or Permit to which Saol is subject and are pertaining to the Business. In such event, Kamada and Saol shall discuss the matter in good faith and use commercially reasonable efforts to implement, at Kamada’s expense, an appropriate workaround to the extent reasonably practicable.
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Exception to Obligation to Provide Services. Notwithstanding anything to the contrary contained herein, Seller shall not be obligated to provide or cause the provision of any Services if the provision of such Services would materially impair the use of the Services for the business or operations of Seller or any Seller Affiliate or violate any Law or Order or violate any Contract, license or Permit to which Seller or any Seller Affiliate or Subcontractor is subject. In such event, Buyer and Seller shall discuss the matter in good faith and use commercially reasonable efforts to implement, at Buyer’s cost and expense, an appropriate workaround to the extent reasonably practicable.
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Exception to Obligation to Provide Services. Notwithstanding anything to the contrary contained herein, Service Provider shall not be obligated to provide any Services if the provision of such Services would violate any agreement or license or any Law to which Service Provider or any other provider are subject; provided, however, that, in the event the provision of such Services would violate any Law or any agreement or license to which Service Provider or any other providers are subject (e.g., where Service Provider is unable to obtain a third-Person consent for which it is responsible hereunder, to permit Service Provider to provide the Transition Services or Omitted Services hereunder), (i) at the election of Service Recipient, Service Provider shall use its commercially reasonable efforts (or with respect to the Transition Services and Omitted Services, its reasonable best efforts) to provide (1) such Services in a manner that does not violate any agreement or license or any Applicable Law to which Service Provider or any other providers are subject or, if such efforts are unsuccessful, (2) a commercially reasonable alternative to such Services and (ii) any costs and expenses incurred by Service Provider in connection with arranging to provide the Services in a manner that does not violate any agreement or license or Law to which Service Provider or any other providers are subject shall be borne by the Parties as set forth in Section 6.6 of the Purchase Agreement with respect to the consents required for the Transition Services and Omitted Services (consistent with Section 6.6 of the Purchase Agreement), and by Service Recipient with respect to any Additional Services, Change Requests or the exercise of the option in Section 4.4. For the avoidance of doubt, Section 6.6 of the Purchase Agreement addresses the responsibilities of the Parties with respect to consents, and alternative arrangements if consents cannot be obtained, to provide the Transition Services and Omitted Services.
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Related to Exception to Obligation to Provide Services

  • Obligation to Provide Information Each party’s obligation to provide information shall be as follows:

  • 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.

  • Outside Services Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant’s duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

  • No obligation to monitor No Finance Party is bound to monitor or verify the utilisation of a Facility.

  • No Obligation to Pursue Others Bank has no obligation to attempt to satisfy the Obligations by collecting them from any other person liable for them and Bank may release, modify or waive any collateral provided by any other Person to secure any of the Obligations, all without affecting Bank’s rights against Borrower. Borrower waives any right it may have to require Bank to pursue any other Person for any of the Obligations.

  • Agreement to Provide Information Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

  • No Obligation to Employ Nothing in the Plan or this Agreement shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Affiliate, or limit in any way the right of the Company or any Affiliate to terminate Participant’s employment or other relationship at any time, with or without Cause.

  • Notification to Other Parties I hereby grant consent to notification by the Company to any other parties besides the Company with whom I maintain a consulting or employment relationship, including parties with whom such relationship commences after the effective date of this Agreement, about my rights and obligations under this Agreement.

  • Witness Services At all times from and after the Separation Time, each of Air Products and Versum shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries’ officers, directors, employees and agents (taking into account the business demands of such individuals) as witnesses to the extent that (i) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Action in which the requesting Party may from time to time be involved (except for claims, demands or Actions in which one or more members of one Group is adverse to one or more members of the other Group) and (ii) there is no conflict in the Action between the requesting Party and the other Party. A Party providing a witness to the other Party under this Section 7.4 shall be entitled to receive from the recipient of such witness services, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements and other out-of-pocket expenses (which shall not include the costs of salaries and benefits of employees who are witnesses or any pro rata portion of overhead or other costs of employing such employees which would have been incurred by such employees’ employer regardless of the employees’ service as witnesses), as may be reasonably incurred and properly paid under applicable Law.

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