Common use of Inherent Services Clause in Contracts

Inherent Services. (a) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are required for the proper performance and provision of the Services and are a necessary, customary or inherent part of, or a necessary sub-part included within, the Services. Subject to the terms of Section 1.3(c) below, such functions, responsibilities, activities and tasks shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. (b) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are a customary or inherent part of, or a necessary sub-part included within, the responsibilities retained by Company and which shall not be transferred to Provider. Subject to the terms of Section 1.3(c) below, such functions, responsibilities, activities and tasks shall be deemed to be retained by Company to the same extent and in the same manner as if specifically described in this Agreement as being retained by Company. (c) The Parties recognize that it may not be possible in all cases to determine clearly whether a given function, responsibility, activity or task should be performed by Provider as an inherent part of the Services or instead should be retained by Company as a responsibility that has not been transferred to Provider. The Parties agree to work together in good faith in such cases to appropriately assign responsibility for the performance of such function, responsibility, activity or task, including those described in the SERVICES SCHEDULE (SCHEDULE A).

Inherent Services. (a) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are required for the proper performance and provision of the Services and are a necessary, customary or inherent part ---------- * Confidential information has been omitted. of, or a necessary sub-part included within, the Services. Subject to the terms of Section 1.3(c) below, such functions, responsibilities, activities and tasks shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. (b) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are a customary or inherent part of, or a necessary sub-part included within, the responsibilities retained by Company and which shall not be transferred to Provider. Subject to the terms of Section 1.3(c) below, such functions, responsibilities, activities and tasks shall be deemed to be retained by Company to the same extent and in the same manner as if specifically described in this Agreement as being retained by Company. (c) The Parties recognize that it may not be possible in all cases to determine clearly whether a given function, responsibility, activity or task should be performed by Provider as an inherent part of the Services or instead should be retained by Company as a responsibility that has not been transferred to Provider. The Parties agree to work together in good faith in such cases to appropriately assign responsibility for the performance of such function, responsibility, activity or task, including those described in the SERVICES SCHEDULE (SCHEDULE A).

Inherent Services. (a) The Parties parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are required for the proper performance and provision of the Services and are a necessary, customary or inherent part of, or a necessary sub-part included within, the Services. Subject to the terms of Section 1.3(c1.2(c) below, such functions, responsibilities, activities and tasks shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. (b) The Parties parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are a customary or inherent part of, or a necessary sub-part included within, the responsibilities retained by Company Bank and which shall not be transferred to Provider. Subject to the terms of Section 1.3(c1.2(c) below, such functions, responsibilities, activities and tasks shall be deemed to be retained by Company Bank to the same extent and in the same manner as if specifically described in this Agreement as being retained by CompanyBank. (c) The Parties parties recognize that it may not be possible in all cases to determine clearly whether a given function, responsibility, activity or task should be performed by Provider as an inherent part of the Services or instead should be retained by Company Bank as a responsibility that has not been transferred to Provider. The Parties In accordance with subsections (a) and (b) above, the parties expressly acknowledge and agree to that for the first six (6) months after the Effective Date they will work together in good faith in such cases to appropriately assign responsibility for the performance of such function, responsibility, activity or task, including those described in the SERVICES SCHEDULE (SCHEDULE A).

Inherent Services. (a) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are required for the proper performance and provision of the Services and are a necessary, customary or inherent part of, or a necessary sub-part included within, the Services. Subject to the terms of Section 1.3(c2.03(c) below, such functions, responsibilities, activities and tasks shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. (b) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are a customary or inherent part of, or a necessary sub-part included within, the responsibilities retained by Company Client and which shall not be transferred to Service Provider. Subject to the terms of Section 1.3(c2.03(c) below, such functions, responsibilities, activities and tasks shall be deemed to be retained by Company Client to the same extent and in the same manner as if specifically described in this Agreement as being retained by CompanyClient. (c) The Parties recognize that it may not be possible in all cases to determine clearly whether a given function, responsibility, activity or task should be performed by Service Provider as an inherent part of the Services or instead should be retained by Company Client as a responsibility that has not been transferred to Service Provider. The In accordance with subsections (a) and (b) above, the Parties expressly acknowledge and agree to that for the first [***]* after each Process Take-On Date they will work together in good faith in such cases to appropriately assign responsibility for the performance of such function, responsibility, activity or task, including those described in the SERVICES SCHEDULE (SCHEDULE A)applicable Schedule to the applicable Service Agreement.

Inherent Services. (a) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are required for the proper performance and provision of the Services and are a necessary, customary or inherent part of, or a necessary sub-part included within, the Services. Subject to the terms of Section 1.3(c2.04(c) below, such functions, responsibilities, activities and tasks shall be deemed to be implied and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. (b) The Parties acknowledge and agree that there are functions, responsibilities, activities and tasks not specifically described in this Agreement which are a customary or inherent part of, or a necessary sub-part included within, the responsibilities retained by Company Client and which shall not be transferred to Service Provider. Subject to the terms of Section 1.3(c2.04(c) below, such functions, responsibilities, activities and tasks shall be deemed to be retained by Company Client to the same extent and in the same manner as if specifically described in this Agreement as being retained by CompanyClient. (c) The Parties recognize that it may not be possible in all cases to determine clearly whether a given function, responsibility, activity or task should be performed by Service Provider as an inherent part of the Services or instead should be retained by Company Client as a responsibility that has not been transferred to Service Provider. The In accordance with subsections (a) and (b) above, the Parties expressly acknowledge and agree to that for the first [***]* after each Process Take-On Date they will work together in good faith in such cases to appropriately assign responsibility for the performance of such function, responsibility, activity or task, including those described in the SERVICES SCHEDULE (SCHEDULE A)applicable Schedule to the applicable Service Agreement.