Means of Providing Services. With respect to any particular Service to be provided under a Services Agreement, the Service Provider to such Services Agreement, shall, unless otherwise specified in the Exhibits, determine the means and resources used to provide such Service in accordance with its prudent business judgment.
Means of Providing Services. Supplier will, in its sole discretion, determine the means and resources used to provide the Services in accordance with its business judgment and subject to Section 4. Supplier will have sole discretion and responsibility for staffing, instructing and compensating its personnel and third parties who perform the Services.
Means of Providing Services. Supplier will, in its sole discretion, determine the means and resources used to provide the Services in accordance with its business judgment and subject to Section 4. Supplier will have sole discretion and responsibility for staffing, instructing and compensating its personnel and third parties who perform the Services. Without limiting the foregoing, Supplier may elect to modify or replace at any time any aspect of the Services, provided that such modifications or replacements are being implemented consistently with Supplier’s own Business objectives. Such changes may include without limitation (a) modification of IT policies and procedures; (b) changes in the environment used to provide the Services, including without limitation the Representatives that provide all or any portion of the Services; (c) the location from which any Service is provided; or (d) the intellectual property, IT, products and services used to provide the Services. Supplier will use commercially reasonable efforts to eliminate or minimize disruption to Buyer’s business as a result of such modifications, and not to implement such modifications during mutually agreed periods of time before and after cut-overs from affected systems to Buyer’s systems. Prior to Supplier making any changes or disruptions to its or its Representatives’ information technology systems which could reasonably be expected to alter or disrupt the Services, Supplier will give Buyer reasonable prior written notice including a description of which Services may be disrupted and the anticipated length of the disruption.
Means of Providing Services. With respect to any particular Service(s) to be provided hereunder, Cendant Operations shall, unless otherwise specified in Exhibit A, determine the means and resources used to provide such Service(s) in accordance with its prudent business judgment; provided that Cendant Operations shall not take any action with respect to its provision of such Service(s) that materially increase the cost to Xxxxxx Express, except as required to provide such Services, or that significantly disrupt Xxxxxx Express operations or materially increase the scope of its responsibility under this Agreement.
Means of Providing Services. 6.4.1 Subject to Section 6.1 and Section 6.5 and its obligation to perform the Services in accordance with the terms of this TSA and the Service Schedule, Service Provider shall determine the means and resources used to provide the Services. Without limiting the foregoing, Service Provider or its Affiliates may elect to modify or replace at any time (a) its policies and procedures; (b) any Affiliates and/or third parties that provide any Services; (c) the location from which any Service is provided; or (d) the intellectual property rights, information technology, products and services used to provide the Services; provided that, in each case, any such modification or replacement shall not adversely affect the Services or quality thereof in any material respect.
6.4.2 Service Recipient acknowledges that Service Provider may be providing similar services, and/or services that involve the same resources as those used to provide the Services, to its internal organizations, Affiliates and to third parties, and the provision of such similar services, in and of itself, shall in no way be deemed to be a breach of Service Provider’s obligations hereunder.
6.4.3 Subject to Section 6.1 and any limitations with respect to outages specified in any Service Schedule, Service Provider or its Affiliates may suspend the provision of the Services (or any part thereof), from time to time, to enable the performance of routine or emergency maintenance to the assets used in connection with the provision of the Services that are required to provide the Services; provided that (a) Service Provider shall use commercially reasonable efforts to perform any such routine maintenance outside of the normal business hours of Service Recipient and in accordance with the terms of the applicable Service Schedule; (b) Service Provider shall provide Service Recipient with reasonable prior notice of such suspension and the anticipated duration of the suspension, in each case to the extent practicable; and (c) Service Provider shall use commercially reasonable efforts to carry out the applicable maintenance and resume the provision of the applicable Services as soon as reasonably practicable.
Means of Providing Services. (a) Subject to Sections 2.1 and 2.2, Seller shall, in its reasonable discretion, determine the manner, means and resources used to provide the Services in accordance with its reasonable business judgment. Subject to Sections 2.1 and 2.2, in providing the Services, Seller may modify or replace (i) its policies and procedures, (ii) any Affiliates and/or third parties that provide any Services, (iii) the location from which any Service is provided, or (iv) the Intellectual Property rights, information technology assets, systems, products and services used to provide the Services.
(b) Subject to Sections 2.1 and 2.2, Seller will not be obligated to (i) maintain the employment of any specific employee or number of employees, (ii) hire any employees in addition to the employees who are currently employed by Seller for the provision of Services for the benefit of the Business, or (iii) acquire, lease or license additional systems, equipment or software in order to provide the Services. Certain of the personnel dedicated to the provision of the Services are set forth in Schedule 2.3(b) hereto (the “TSA Employees”). At the end of the Term, Purchasers shall cause the Company to offer employment to the TSA Employees on terms consistent with the provisions of Section 8.01 of the Purchase Agreement. If the Company fails to extend such an offer of employment to any TSA Employee, or if such an offer triggers severance for any TSA Employee, Purchasers shall promptly reimburse Seller for fifty percent (50%) of any severance actually paid by Seller to such TSA Employee within 180 days after the termination of the Services under this Agreement that such TSA Employee renders and receipt by Purchasers of documentation establishing the payment of such severance to such TSA Employee. For the avoidance of doubt, during the Term, TSA Employees shall be under the direction, control and supervision of Seller (and not Purchasers) and Seller shall have the sole right to exercise all authority with respect to, and shall be solely responsible for, the employment, assignment and compensation of such employees (including any withholding, employment or other tax obligations).
(c) Purchasers acknowledge and agree that the Services provided by a third party on Seller’s behalf, and the assets licensed from a third party and used in connection with providing the Services, remain subject to the terms and conditions of any applicable contracts with such third parties, and the Company (and its Su...
Means of Providing Services. (a) Service Provider may elect to modify or replace at any time (i) its policies and procedures; (ii) any Affiliates and/or third parties that provide any Services; (iii) the location from which any Service is provided; or (iv) the intellectual property rights, information technology, products and services used to provide the Services.
(b) Service Provider may in its reasonable discretion suspend the provision of the Services (or any part thereof), from time to time, to enable it to perform routine or emergency maintenance to those parts or components of buildings, plant, machinery, information technology systems, or other assets of Service Provider required to provide the Services; provided, that Service Provider shall use commercially reasonable efforts to perform such routine maintenance outside of the normal business hours of Purchaser; (ii) Service Provider shall provide Purchaser with reasonable prior notice of such suspension and the anticipated duration of the suspension (and in the case of an emergency, to the extent practicable); and (
Means of Providing Services. (a) Subject to Sections 2.1 and 2.2, Seller shall, in its reasonable discretion, determine the means and resources used to provide the Services in accordance with its reasonable business judgment. Seller may modify or replace: (i) its policies and procedures; (ii) any Affiliates and/or third parties that provide any Services; (iii) the location from which any Service is provided; or (iv) the Intellectual Property rights, IT Assets, systems, products and services used to provide the Services; provided that all of the foregoing is done in a manner consistent with past practice, including with respect to consultation with affected users.
(b) Subject to Sections 2.1 and 2.2, Seller shall not be obligated to: (i) maintain the employment of any specific employee or number of employees; (ii) hire any employees in addition to the employees who are currently employed by Seller for the provision of Services for the benefit of the Music Business; or (iii) acquire, lease or license additional systems, equipment or software in order to provide the Services, provided the foregoing are in accordance with past practice.
(c) Buyer acknowledges and agrees that the Services provided by a third party on Seller's behalf, and the assets licensed from a third party and used in connection with providing the Services, remain subject to the terms and conditions of any applicable contracts with the providers of such Services and the Company shall continue to adhere to such terms and conditions to the extent consistent with its past practices, and provided that the Company has been made aware in writing of such terms and conditions, Seller shall obtain any necessary consent from such third parties in order to provide such Services subject to the following. To the extent that any of Seller’s third party providers requests an additional fee for such a consent, then the parties agree as follows:
(1) With regard to the FlexForm, Informix, Cognos, VSI-Fax and Fourgen software products listed in row 11 of Schedule 2.1, as soon as reasonably feasible after the Closing, to the extent not already done, Seller shall, or shall cause its Affiliates to, ensure that the agreements for such software are validly assigned to the Buyer or its designees, and where necessary to effectuate such assignments, Seller shall obtain the requisite consents, approvals, authorizations or other agreements from the counterparties, as well as any consents approvals, authorizations or other agreements that are necess...
Means of Providing Services. 6 Section 2.7 Access to Facilities and Equipment.6 Section 2.8 Cooperation.6 Section 2.9 SOX and Audit Access.6
Means of Providing Services. 7.5.1 Subject to Section 7.1 (Reasonable Care) and Section 7.6 (Personnel) and its obligation to perform the Services in accordance with the terms of this TSA, Parent shall determine the means and resources used to provide the Services in accordance with its reasonable business judgment. Without limiting the foregoing, Parent or its Affiliates may elect, in its or their reasonable discretion, to modify or replace at any time (i) its policies and procedures; (ii) any Affiliates and/or third parties that provide any Services; (iii) the location from which any Service is provided; or (iv) the intellectual property rights, information technology, products and services used to provide the Services; provided that, in each case, any such modification or replacement shall not (a) adversely affect in a material respect the Services or the quality thereof, (b) subject Service Receiver to any additional liability or risk, or (d) relieve Parent of its obligation to perform the Services in accordance with the terms of any Schedule or this TSA.
7.5.2 Subject to Section 7.1 (Reasonable Care) and any limitations with respect to outages specified in any Schedule, Parent or its Affiliates may in its or their reasonable discretion suspend the provision of the Services (or any part thereof), from time to time, to enable the performance of routine or emergency maintenance to the assets used in connection with the provision of the Services that are required to provide the Services, provided that (i) Parent shall use commercially reasonable efforts to perform such routine maintenance outside of the normal business hours (consistent with past practices) of the Recipient and in accordance with the terms of the applicable Schedule; (ii) Parent shall provide Service Receiver with reasonable prior notice of such suspension and the anticipated duration of the suspension, in each case to the extent practicable; and (iii) Parent shall use commercially reasonable efforts to carry out the applicable maintenance and resume the provision of the relevant Services as quickly as reasonably practicable. If any suspension of Services (or any portion thereof) in connection with the foregoing delays the execution of the Services (or portion thereof) for five (5) or more days, then the fees for such Services (or portion thereof) shall not be charged for the time during which such Services (or portion thereof) were suspended, provided that Parent shall be entitled to recommence charging such fees up...
