ICG Transition Services Sample Clauses

ICG Transition Services. ICG shall provide to Level 3, with respect to any Assumed Customer Contract, access to and use of the Retained Numbers and any goods and services provided to ICG related thereto (or which ICG has the right to obtain under the terms of its existing contractual arrangements) in connection with the Business, including, without limitation, those services described on Exhibit C (collectively, the “ICG Transition Services”) as of the date of the Purchase Agreement during the period (the “ICG Service Period”) from the Closing Date until, with respect to each Retained Number, each Retained POP, and each Retained Uncovered LATA, the first to occur of the following (each an “Effective Date”): (a) with respect to a Retained Number, 15 days after delivery of a Number Termination Notice delineating such Retained Number; provided, however, the ICG Service Period for any Retained Number used by ICG in providing services to a customer under an Excluded Customer Contract shall be deemed to end (and the Effective Date shall be deemed to have occurred) as of the Closing Date, without further notice from Level 3; and (b) with respect to a POP, 30 days after the delivery of a Number Termination Notice for the last Retained Number corresponding to such POP; provided, however, that the ICG Service Period for any POP used by ICG solely in providing services to any customer(s) under any Excluded Customer Contract(s) shall be deemed to end (and the Effective Date shall be deemed to have occurred) as of the Closing Date, without further notice from Level 3. (c) with respect to an Uncovered LATA, 30 days after the delivery of a Number Termination Notice for the last Retained Number corresponding to such Uncovered LATA; provided, however, that the ICG Service Period for any Uncovered LATA used by ICG solely in providing services to any customer(s) under any Excluded Customer Contract(s) shall be deemed to end (and the Effective Date shall be deemed to have occurred) as of the Closing Date, without further notice from Level 3. (d) the effective date of termination of the ICG Service Period, as set forth in written notice from Xxxxx 0 to ICG. Each of Level 3 and ICG acknowledge and agree that upon receipt by ICG of any Number Termination Notice, ICG will have the right to terminate (subject to the terms of this Section 2.1 and Exhibit D hereto) the Services with respect to the applicable Number (as set forth in such Number Termination Notice), POP (if such Number Termination Notice requ...
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Related to ICG Transition Services

  • 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.

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

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire, originate and dispose of Properties, Loans and other Permitted Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments; (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; (vi) Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and (vii) Negotiate and execute approved investments and other transactions, including prepayments, maturities, workouts and other settlements of Loans and other Permitted Investments.

  • 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.

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

  • Disposition Services The Manager shall: (i) evaluate and approve potential asset dispositions, sales, or liquidity transactions; and (ii) structure and negotiate the terms and conditions of transactions pursuant to which the assets of the Company may be sold.

  • Ongoing Services It is important to review every investment you hold and at regular intervals. At the time of, or prior to, our recommendation to you we will discuss our on-going service proposition. This is confirmed in our ‘service proposition and engagement’ document which will be sent to you separately from this agreement.

  • Preconstruction Services During the Design & Preconstruction Phase, the Design-Builder shall provide such design and preconstruction services as are necessary to properly advance the Project. Without limiting the generality of the foregoing, during the Preconstruction Phase, the Design-Builder shall: (i) work with its Architect and any design consultants to advance the design for the Project in consultation with Client Agency, the Department and its Program Manager; (ii) obtain bids from trade subcontractors to perform the work described in the Design Development Documents and provide bid tabulations to the Department; (iii) engage in any value engineering and scoping exercises necessary to return the cost of the work to the Project Budget; (iv) engage in preconstruction activities, including identifying any long-lead items; (v) develop a GMP proposal for the Project; and (vi) enter into a GMP for the Project. Throughout the Design & Preconstruction Phase, the Design-Builder shall schedule and attend regular meetings with the Department, the Program Manager and the Architect. A list of preconstruction deliverables is set forth in Exhibit C.

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