Outsourcing Arrangement Sample Clauses

Outsourcing Arrangement ebank and New Talisman or one of its Affiliates shall enter into an outsourcing agreement within 120 days following the Closing (the "Outsourcing Agreement"), pursuant to which ebank will engage Talisman as ebank's exclusive services outsource provider to design, build, implement, maintain and operate ebank's computer systems and information applications and technology relating to the implementation, command, control, and support of ebank's banking and related operations within the Territory (as defined in the Talisman License Agreement). Such agreement shall be subject to terms and conditions mutually agreeable to the parties, shall provide that all services are to be provided according to ebank's needs and specifications, shall be subject to approval by the OTS, and shall provide that any third party vendors engaged by Talisman or one of its Affiliates to provide systems or services thereunder shall be subject to ebank's approval, which shall not be unreasonably withheld. With respect to any country in which ebank intends to establish banking operations outside the Unites States, ebank shall enter into a services outsourcing agreement engaging Talisman as ebank's exclusive services outsource provider to design, build, implement, maintain and operate ebank's computer systems and information applications and technology relating to the implementation, command, control and support for ebank's banking and related operations within the such country, on terms and conditions to be mutually agreed upon by the parties. Notwithstanding anything contained in this Agreement to the contrary, if, within 120 days following the Closing (subject to extension by mutual agreement of the parties, in their respective reasonable discretion, but in no event later than 180 days following the Closing), (a) the Outsourcing Agreement has not been mutually executed and delivered by ebank and Talisman (or one of its Affiliates), or (b) all conditions to each party's being bound by such agreement have not been satisfied (including, without limitation, approval by the OTS), or (c) the parties have not delivered to one another legal opinions of their respective counsel concerning, among other things, the enforceability of the Outsourcing Agreement and other reasonable and customary matters related thereto, then, in any such event, this Agreement, the other Transaction Documents, and all transactions contemplated hereby and thereby may be rescinded by either ebank or Talisman (or, as the...
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Related to Outsourcing Arrangement

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

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

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Service Agreement The Trustees may in their discretion from time to time enter into service agreements with respect to one or more Series or Classes of Shares whereby the other parties to such Service Agreements will provide administration and/or support services pursuant to administration plans and service plans, and all upon such terms and conditions as the Trustees in their discretion may determine.

  • Leasing Arrangements From the Effective Date through Closing (the "Contract Period"), without Purchaser's prior written consent in each instance, Seller will not amend or terminate any existing Lease or enter into any new Lease without Purchaser's prior written consent (which may be given or withheld in its sole and absolute discretion). Without limitation thereon, any and all Leases to be entered into during the Contract Period shall be on Seller's standard lease form delivered to Purchaser and otherwise on terms and conditions acceptable to Purchaser. If Purchaser fails to grant or withhold its consent to any proposed Lease within five (5) days of receipt thereof, Purchaser shall be deemed to have consented to such Lease. Notwithstanding anything contained herein to the contrary, Purchaser's consent shall not be required with respect to any renewal Lease or consent to a sublease or assignment of Lease which Seller, as a matter of law or by a Lease, shall be required to deliver. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against any Tenant or terminate any Lease as a result of a default by the tenant thereunder prior to the Closing Date. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenant. The removal of a Tenant prior to the Closing Date, whether by summary proceedings (or any written agreement accepting surrender or termination of the Lease subsequent to the commencement of such summary proceedings) or unilateral act of such Tenant, shall not give rise to any claim on the part of Purchaser; provided, however, Purchaser shall have the right within ten (10) days of the removal of any Tenant as Purchaser's sole and exclusive remedy, to terminate this Agreement and receive a refund of any portion of the Xxxxxxx Money Deposit previously tendered by Purchaser to the Escrow Agent, whereupon this Agreement shall terminate and the parties shall have no further rights and obligations to one another except for those obligations expressly stated herein to survive. If Purchaser fails to terminate this Agreement within such ten (10) day period, Purchaser shall be deemed to have waived its right to terminate pursuant to this Section 7.1(e) and Purchaser shall proceed to Closing without credit against, or reduction of, the Purchase Price.

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • Customer Agreement In the event of a conflict between this Agreement and any other agreement between the Bank and the Grantor, the terms of this Agreement will prevail.

  • Financing Arrangements (a) The Owner will obtain the Project Loan which shall be sufficient, together with the Owner's equity contributions, to pay the full amount of the costs to construct the Project in accordance with the development budget. The Owner and the Developer also contemplate that the Property and the Project, together with all fixtures, furnishing, equipment, and articles of personal property now owned or hereafter acquired by the Owner which are or may be attached to or used in connection with the Property or the Project, together with any and all replacements thereto and substitutions therefor, and all proceeds thereof; and all present and future rents, issues, leases, and profits of the Property and the Project will serve as security for the payment obligations to any lenders relating to the Project Loan or otherwise, and that the Owner will be the principal obligor for the repayment of all financial obligations thereunder after the transfer of title to the Owner. The Owner therefore, agrees to execute and deliver all commitments, promissory notes, mortgages, collateral assignments, documents, certificates, affidavits, and other writings required to be executed by any lender in connection with such financing.

  • Transitional Arrangements Seller and Purchaser agree to cooperate and to proceed as follows to effect the transfer of account record responsibility for the Branches:

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