Managed Agreements. Exhibit 9.3 will list any Spansion agreements with third party service providers that the Parties agree that AMD will manage on Spansion’s behalf (the “Managed Agreements”). As of the Amendment Date, there will be no Managed Agreements for purposes of this Agreement. Without limiting Spansion’s rights under the Managed Agreements, Spansion hereby appoints AMD as its representative for matters relating to the management, administration, and maintenance of the Managed Agreements to the extent necessary for AMD to perform its obligations under this Agreement. AMD shall assist Spansion in notifying all appropriate third parties of AMD’s role with respect to the Managed Agreements. AMD shall manage, administer, and maintain the Managed Agreements in accordance with this Section 9.3, and shall manage such agreements in a way that does not result in any material degradation of the Services unless otherwise agreed by the Parties. AMD shall provide Spansion with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Agreements. AMD shall not renew, modify, terminate, or cancel, or request or grant any consents or waivers under, any Managed Agreements without the consent of the Spansion Services Manager. Other Spansion agreements may be managed by AMD and become Managed Agreements governed by this Section 9.3 upon the mutual agreement of the Parties. Spansion shall provide AMD with complete copies of all Managed Agreements, including any modifications to such agreements as required for AMD to manage such agreements.
Managed Agreements. (a) Service Provider will provide for management and coordination of the Managed Agreements according to the vendor management sections of Schedule A of the applicable Service Agreement. Without limiting the foregoing, Service Provider responsibilities with respect to Managed Agreements under the applicable Service Agreement consist of: (i) [***]* responsibilities described in Schedule A of the applicable Service Agreement and [***]*, and (ii) Service Provider activities intended to [***]*, which activities are subject to [***]* and Service Provider’s participation in [***]* under Schedule C of the applicable Service Agreement.
(b) At the expiration or earlier termination of each Managed Agreement, Client and Service Provider will make Commercially Reasonable Efforts to agree whether:
(i) a Managed Agreement is to be varied through Change Control to add any services previously delivered under such Managed Agreement to the Services to be performed by Service Provider and priced at Baseline Charges;
(ii) such Managed Agreements to be renewed or replaced with a new contract between Client or Client Affiliate and Third-Party Vendors (which renewed or replaced contract shall continue to be Managed Agreement for the purposes of this Agreement, subject to Change Control where applicable); or
(iii) such Managed Agreement is to be renewed or Client or Client Affiliate is to enter into a new contract for the services and the renewal of the Managed Agreement or new contract, as the case may be, is to be assigned or novated to Service Provider (and will become an Assigned Agreement for the purposes of this Agreement; subject to Change Control where applicable); in which event Service Provider shall have the opportunity to participate in, and Client has the expectation that Service Provider shall participate in, the negotiations with Client or Client Affiliate and the Third-Party Vendor.
(c) Except as otherwise agreed, Service Provider will not be responsible for making payments under Managed Agreements, nor in any event will Service Provider be responsible for the performance, errors or omissions of Third Party Vendors under Managed Agreements until such Managed Agreements become Assigned Agreements or Replacement Agreements.
Managed Agreements. Exhibit 9.3 will list any Spansion agreements with third party service providers that the Parties agree that Fujitsu will manage on Spansion’s behalf (the “Managed Agreements”). As of the Amendment Date, there will be no Managed Agreements for purposes of this Agreement. Without limiting Spansion’s rights under the Managed Agreements, Spansion hereby appoints Fujitsu as its representative for matters relating to the management, administration, and maintenance of the Managed Agreements to the extent necessary for Fujitsu to perform its obligations under this Agreement. Fujitsu shall assist Spansion in notifying all appropriate third parties of Fujitsu’s role with respect to the Managed Agreements. Fujitsu shall manage, administer, and maintain the Managed Agreements in accordance with this Section 9.3, and shall manage such agreements in a way that does not result in any material degradation of the Services unless otherwise agreed by the Parties. Fujitsu shall provide Spansion with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Fujitsu shall not renew, modify, terminate, or cancel, or request or grant any consents or waivers under, any Managed Agreements without the consent of the Spansion Services Manager. Other Spansion agreements may be managed by Fujitsu and become Managed Agreements governed by this Section 9.3 upon the mutual agreement of the Parties. Spansion shall provide Fujitsu with complete copies of all Managed Agreements, including any modifications to such agreements as required for Fujitsu to manage such agreements.
Managed Agreements. 13 5.02 Managed Agreement Invoices.....................................................14 5.03
Managed Agreements. Service Provider shall [***]* the Managed Agreements as well as perform such further responsibilities set forth in Schedule A (Services Schedule). Service Provider shall provide Client with reasonable notice of any [***]* with respect to the Managed Agreements. Service Provider shall not [***]*, any Managed Agreements without the written consent of and unless directed by the appropriate entity or unit of Client and Client will respond promptly to requests by Service Provider. Any fees or charges or other liability or obligation imposed upon Client in connection with any such [***]*, the Managed Agreements, obtained or ---------- * Confidential information has been omitted. given by Service Provider or a Service Provider Representative without Client's consent, shall be paid or discharged, as applicable, [***]*.
Managed Agreements. Supplier shall administer the Managed Agreements and related invoices as specified in this Section 3.1 and shall comply with all Applicable Terms. Supplier shall provide LS&Co. with reasonable notice of any renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Supplier shall not renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Managed Agreements without the consent of the LS&Co. Governance Executive. Any fees or charges or other liability or obligation imposed upon LS&Co. in connection with (a) any renewal, modification, termination, or cancellation of, or consent or waiver under, the Managed Agreements, obtained or given without LS&Co.’s consent as required under the foregoing sentence or (b) Supplier’s failure to comply with the Applicable Terms shall be paid or discharged, as applicable, by Supplier. Supplier shall: (x) receive all Managed Agreement Invoices; (y) review and seek correction of any errors in any such Managed Agreement Invoices in a timely manner; and (z) submit such Managed Agreement Invoices to LS&Co. within a reasonable period of time prior to the due date or, if a discount for payment is offered, the date on which LS&Co. may pay such Managed Agreement Invoice with a discount. LS&Co. shall pay the Managed Agreement Invoices received and approved EXECUTION VERSION by Supplier. LS&Co. shall only be responsible for payment of the Managed Agreement Invoices and shall not be responsible to Supplier for any management, administration or maintenance fees of Supplier in connection with the Managed Agreement Invoices. LS&Co. shall not be responsible for any late fees and other associated charges, including interest charges, with respect to the Managed Agreement Invoices if Supplier failed to submit the applicable Managed Agreement Invoices to LS&Co. for payment within a reasonable period of time prior to the date any such Managed Agreement Invoice is due, and in any case, no later than 10 business days prior to the due date of such Managed Agreement Invoice; provided however that where a Managed Agreement Invoice is provided to Supplier such that Supplier is unable to submit the Managed Agreement Invoice to LS&Co. at least 10 business days prior to the due date, Supplier’s obligation shall be to work diligently (i) to submit the invoice to LS&Co. as promptly as possible after receipt; and (ii) to obtain an extension to the due date of such Managed Agreement Invoice. ...
Managed Agreements. From and after the Effective Date or such later date as may be specified for a Managed Agreement in Schedule 23 (Assigned Agreements and Managed Agreements) (the "Managed Agreement Effective Date"), Service Provider will, on behalf of Xxxx and Xxxx Affiliates, manage, administer and maintain each Managed Agreement. Service Provider may not renew, modify, terminate or cancel, or request or grant any consents or waivers under, any Managed Agreements without the prior written consent of Xxxx. Any fees or charges or other liability or obligation imposed upon Xxxx in connection with any such renewal, modification, termination or cancellation of, or consent or waiver under, the Managed Agreements, obtained or given by Service Provider without the consent of Xxxx, will be paid or discharged, as applicable, by Service Provider.
Managed Agreements. Service Provider will manage, administer and maintain the Managed Agreements, if any, specified in the applicable Statement of Work. Service Provider will provide Customer with reasonable notice of any option, renewal, termination or cancellation dates and fees with respect to the Managed Agreements. Service Provider will not renew, modify, terminate or cancel, or request or grant any consents or waivers under any Managed Agreements without the written consent of the appropriate entity or unit of Customer.
Managed Agreements. 11 TABLE OF CONTENTS (CONTINUED) PAGE ---- 7.3 Performance Under Agreements...................................................... 12
Managed Agreements. Supplier shall, as an agent of PacifiCare, administer the operational aspects of the Managed Agreements, such as monitoring, reviewing and managing third party performance under such agreements, escalating performance issues, initiating Managed Agreement review meetings with PacifiCare on a regular basis, and performing any other tasks set forth in this Section 7.2.
