Managed Contracts Sample Clauses

Managed Contracts. In accordance with this Agreement and the applicable Order, and subject to Provider having obtained any applicable Required Consents, Provider shall manage, administer and maintain the Managed Contracts. Provider shall provide Company with no less than 90 days notice of any renewal, termination or cancellation dates and fees with respect to the Managed Contracts. Provider shall not renew, modify, terminate or cancel, or request or grant any consents or waivers under any Managed Contracts without the consent of Company. Any fees or charges or other liabilities or obligations imposed upon Company in connection with any such renewal, modification, termination or cancellation of, or consent or waiver under, the Managed Contracts that is obtained or given without Company’s consent, which consent shall not be unreasonably withheld or delayed, shall be paid or discharged, as applicable, by Provider.

Managed Contracts. 43.7.1. Attachment Z2 sets forth the details of the license, support, maintenance and other agreements that will be managed by the Service Provider as part of the Services (collectively, the “Managed Contracts”). If any agreement inadvertently was omitted from such Attachment, the Parties shall amend Attachment Z2 as agreed between the Parties in accordance with Attachment H. 43.7.2. Any costs associated with managing Managed Contracts shall be agreed in accordance with Attachment M and will be incorporated into Annexure I. 43.7.3. Transnet will secure the appropriate consents and approvals required to enable the Service Provider to perform its obligations relating to Attachment Z2. 43.7.4. If any such consents or approvals are not reasonably available, the provisions of clause 43.10 shall apply thereto. 43.7.5. On such written consents having been obtained, Transnet hereby appoints the Service Provider to act during the Term as its single point of contact for all matters pertaining to the Managed Contracts, and with Transnet’s approval, the Service Provider promptly will notify all appropriate Third Parties of such appointment. Transnet will assist in identifying all Third Parties to be notified by Service Provider. 43.7.6. Transnet may at any time exercise reasonable control over the Service Provider's actions with respect to such Third Parties as it relates to the provision of Services. 43.7.7. Transnet will retain responsibility for all required license, support and maintenance and fees with respect to Attachment Z2. Except as otherwise specified, the Service Provider shall be responsible for all costs and expenses pursuant to clause 43.7.2 (not being license, support and maintenance fees), associated with the installation, implementation and support of such Managed Contracts including, without limitation, applying upgrades.

Managed Contracts. Attachment E sets forth the support, maintenance and other agreements that will be managed by Vendor as part of the Services (collectively, the "Managed Contracts"). If any agreement inadvertently was omitted from such Attachment, at County's request and with the mutual consent of the Parties, the Parties shall add such agreement to Attachment E, subject to Section 3.2.3 below. County will attempt to secure the appropriate consents and approvals required to enable Vendor to perform County's obligations relating to the Managed Contracts. If any such consents or approvals are not reasonably available, County will not be required to obtain them, and County and Vendor agree to negotiate in good faith as to the impact of the lack of consent and to produce a reasonable alternative. County hereby appoints Vendor to act during the Term as its single point of contact for all matters pertaining to the Managed Contracts, and with CIO approval, Vendor promptly will notify all appropriate Third Parties of such appointment. CIO may at any time exercise reasonable control over Vendor's actions with respect to such Third Parties as it relates to the provision of Services. County will retain responsibility for all payment obligations, including all related fees, expenses, and maintenance, with respect to the Managed Contracts. The specific roles and responsibilities of each of the Parties with respect to such Managed Contract for the Network Vendor are set forth in Schedule I herein.

Managed Contracts. None as of the Effective Date; provided, however, that ACS acknowledges and agrees that all maintenance contracts for telephony services for the remote offices identified in Attachment B shall, at Symetra’s option, become Managed Contracts. Table of Contents General Invoice - Table of Contents Attn: [Name] Attn: Accounts Receivable ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇.▇. ▇.▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Dallas, TX 75320-0790 U.S. U.S. Table of Contents Billing Period : Month 2004 Page : 1 Posting Date : 00/00/2004

Managed Contracts. Attachment E-2 sets forth the support, maintenance and other agreements that will be managed by Vendor as part of the Services (collectively, the "Managed Contracts"). If any agreement inadvertently was omitted from such Attachment, at Client’s request, the Parties shall add such agreement to Attachment E-2. Client will attempt to secure the appropriate consents and approvals required to enable Vendor to perform its obligations relating to the Managed Contracts. If any such consents or approvals are not reasonably available, Client will not be required to obtain them, and Client and Vendor agree to negotiate in good faith as to the impact of the lack of consent and to produce a reasonable alternative. Client hereby appoints Vendor to act during the Term as its single point of contact for all matters pertaining to the Managed Contracts, and with Client’s approval, Vendor promptly will notify all appropriate Third Parties of such appointment. Client may at any time exercise reasonable control over Vendor's actions with respect to such third parties as it relates to the provision of Services. Client will retain responsibility for all payment obligations, including all related fees, expenses, and maintenance, with respect to the Managed Contracts, and to the extent that Client undertakes such responsibilities, Vendor shall remove, or not add any costs related to such payment obligations.

Managed Contracts. Upon request by Newco after the date on which Newco attains an investment grade credit rating for its unsecured corporate debt (i.e., a rating of Baa3 or better by ▇▇▇▇▇’▇ and of BBB- by Standard & Poors), and provided that Newco has not failed to pay when due (subject to Section 7.8(c)(ii) and any other provisions of this MSA governing payment disputes) all undisputed invoices properly submitted under Section 7.8 during the prior six (6) months, ▇▇▇▇▇ Systems shall prepare and submit to Newco for review and approval a proposal pursuant to which ▇▇▇▇▇ Systems would acquire (whether through purchase, assumption of the applicable license or lease, or otherwise) and become fully responsible for the Supported Hardware, the Supported Software and the Managed Contracts from Newco or the applicable Third Party Vendor, including responsibility for the payment, support, maintenance and management thereof. Such proposal will include (i) the reasonable changes (if any) in Service Levels and Service Level Credits that would result from such acquisition, and (ii) reasonable changes, if any, to charges under this MSA to reflect amounts to be paid by ▇▇▇▇▇ Systems and passed through (without markup) to Newco during the remainder of the Term.

Managed Contracts. (a) If Provider manages a Third Party Contract on Client’s behalf, whether at the request of Client or due to the inability of Provider to obtain a Required Consent or otherwise, then with respect to the Third Party Contractors or licensors associated with such Third Party Contracts (each, a “Managed Third Party”), Provider shall: (i) manage the Managed Third Parties and the Third Party Contracts (including Non-Assigned Managed Contracts) associated with such Managed Third Parties (the “Managed Contracts”), including monitoring operational day-to-day service delivery, monitoring performance, escalating problems for resolution, maintaining technical support relationships, monitoring and ensuring compliance by Provider and, subject to Section 6.1, Subcontractors with usage and license restrictions with regard to Software or services that are provided pursuant to a Managed Contract; (ii) as requested by Client, work with Client to manage new and existing contractual relationships between Client and Managed Third Parties; (iii) oversee Managed Third Party delivery of services and compliance with the Service Levels and the performance standards and other provisions contained in the Managed Contract; (iv) notify Client and the Managed Third Party of each Managed Third Party’s failure to perform in accordance with the performance standards or other terms and conditions contained in the Managed Contract; (v) escalate Managed Third Party performance failures to Managed Third Party management as necessary to achieve timely resolution; (vi) monitor and manage the Managed Third Party’s efforts to remedy a failure of performance or other breach of a Managed Contract; (vii) communicate to Client the status of the Managed Third Party’s efforts to remedy a failure of performance or other breach; (viii) recommend retention, replacement, modification, or termination of the Managed Third Party based on the performance or cost benefits to Client as tracked by Provider; and (ix) participate and assist in the re-sourcing (e.g., extension, renegotiation or replacement) of such Managed Third Parties if Client requests that re-sourcing. Notwithstanding anything to the contrary, Provider may not terminate any Third Party Contract involving a Managed Third Party or a Managed Contract or assert any type of claim related thereto against the Managed Third Party or a Managed Contract without the prior written approval of Client. (b) The Parties agree the SAP Agreements are Managed Contr...

Managed Contracts. 8.1 In the case of the Managed Contracts: 8.1.1 the Council hereby indemnifies the Partner against all Costs suffered or incurred in connection with the Managed Contracts accruing or arising from the performance by the Council of its obligations under the Managed Contracts prior to the Service Commencement Date, 8.1.2 the Partner shall, at its own expense and cost (provided it receives the benefit and to the extent that the Managed Contracts permit) assume and perform the obligations which fall to be performed under any Managed Contract on and from the Service Commencement Date for and on behalf of the Council, 8.1.3 the Council shall do all such things (insofar as it is able to) so as to allow the Partner to perform the obligations which fall to be performed under the Managed Contracts in accordance with clause 8.1.2 (Managed Contracts) above and shall not take any action nor suffer any omission whereby it shall cause the Partner to be in breach of its obligations under this clause 8.1 (Managed Contracts), and 8.1.4 each party shall indemnify the other against all Costs suffered or incurred as a result of the non-performance or defective or negligent performance by it of the obligations under this clause 8.1 (Managed Contracts) on or after the Service Commencement Date. 8.2 The Partner may prior to the expiry or termination of any Managed Contract or within seven (7) Business Days of such expiry or termination: 8.2.1 elect to enter into a substitute contract with any third party to deliver the goods, works or services provided under the relevant Managed Contract, and any such substitute contract entered into by the Partner will be treated as a Partner Financed Asset for the purposes of this Agreement, or 8.2.2 request the Council to enter into a substitute contract with any third party to deliver the goods, works or services provided under the relevant Managed Contract, and any such substitute contract entered into by the Council in accordance with the Partner’s request will be treated as a Managed Contract for the purposes of this Agreement, or 8.2.3 in the absence of a request or election by the Partner in accordance with clauses 8.2.1 or

Managed Contracts. Clause 34.6 sets forth the details of the licence, support, maintenance and other agreements that will be managed by Provider as part of the Services. Service Recipient will use reasonable efforts to attempt to secure the appropriate consents and approvals required to enable Provider to perform its obligations relating to the Managed Contracts. If any such consents or approvals are not reasonably available, the provisions of clause 34.9 shall apply thereto. On such written consents having been obtained, Service Recipient hereby appoints Provider to act during the Term as its single point of contact for all matters pertaining to the Managed Contracts, and with Service Recipient’s approval, Provider promptly will notify all appropriate Third Parties of such appointment. Service Recipient may at any time exercise reasonable control over Provider's actions with respect to such Third Parties as it relates to the provision of Services. Service Recipient will retain responsibility for all payment obligations, including all related fees, expenses, and maintenance, with respect to the Managed Contracts, and Service Recipient will deduct such payments from the Fees. Additional provisions are recorded regarding Service Recipient Third Party-Managed Software in clause 34.4.3.2.1.