Pass-Through Services. Pass-Through Services shall be charged to the Company on a direct pass-through basis, with no xxxx-up for profit or administrative fees. If allocation is necessary because the contract underlying the Pass-Through Services is common to the Company and other operations run by the Manager, the amount allocated to the Company shall be determined by the Manager using commercially reasonable practices and using its best efforts to fairly and equitably allocate such services with full disclosure to the Board of Managers.
Pass-Through Services. On the terms and subject to the conditions contained in this Agreement, Client may, from time to time upon approval of PTE, place orders (“PTS Orders”) through PTE to procure from third-party out-of-state sub- vendors certain goods, services, and/or material items (“PTS Items”) to be more particularly described in one or more documents (“PTS Documents”), including, but not limited to, rental forms and estimates.
Pass-Through Services. (a) Engaging and monitoring external audit, taxation and legal advisers for their audit, taxation and legal services rendered to or for the Service Recipient and either arranging for the Service Recipient to pay directly or paying professional service fees to such external auditors and legal advisers on Service Recipient’s behalf.
Pass-Through Services. Notwithstanding the foregoing Section 2.1, if any Westaim Services are in whole or in part a pass through of or dependent upon a service received by Westaim from any third party, then Westaim will use reasonable efforts to maintain the availability of such services for the benefit of NUCRYST; provided that if any such party(ies) do(es) not perform or act(s) in such a way as to prevent Westaim from meeting its obligations to NUCRYST under this Agreement in relation to the provision of such Westaim Services, then Westaim shall be relieved (to the extent of and during the period of such impairment) of its obligation to provide to NUCRYST such Westaim Services.
Pass-Through Services. The Transition Services shall be provided in substantially the same manner and on substantially the same basis (including as to policies, procedures, practices and timeliness) as the goods and services provided to Sellers under the Underlying Services Agreements, the Undesignated Agreements and the Excluded Matters are provided to Sellers. Sellers shall be required to provide the Transition Services only to the extent and only at the locations and in the manner such goods and services are provided to Sellers pursuant to the applicable Underlying Service Agreements, Undesignated Agreements and Excluded Matters.
Pass-Through Services. The Services may consist of software and technology development, design, project delivery and/deployment, maintenance and support, training, quality assurance, professional services, managed services or other services that Customer is contractually obligated to perform for its customers (the "Pass Through Services") under service agreements that Customer has entered or may enter into with its customers (the "Pass Through Services Contracts"). Service Provider agrees to perform such Pass Through Services in accordance with the requirements of the applicable Statement of Work describing such Pass Through Services any and all terms of the Pass Through Services Contracts that are applicable to the performance of such Pass Through Services.
Pass-Through Services. Recipient and Provider hereby acknowledge and agree that certain software or third-party products and services will be licensed, sublicensed or otherwise provided by third parties to Provider for the benefit of Recipient to the extent that such licenses or sublicenses are necessary in connection with and ancillary to the provision of the Services (each such third party, a “Pass-Through Service Provider”). The terms for such licenses or sublicenses provided to Provider will be the same as the terms, and, in any event, shall not be inconsistent with the terms, for which Recipient continues to receive the relevant Transition Services. Such licenses or sublicenses may be set forth on Schedule A in connection with the related Transition Services or otherwise provided to Recipient. For the avoidance of doubt, this Section 1.9 is applicable to any license or sublicense that is required for a necessary or inherent part of the Transition Services, whether or not specifically itemized on Schedule A. Recipient hereby agrees to comply with Seller’ reasonable instructions with respect to compliance with the terms of such licenses and sublicenses. Recipient acknowledges that notwithstanding any delegation of its responsibilities under this Agreement, Provider shall not be responsible for any of the acts or omissions of any Pass-through Service Provider, but shall make available to Recipient all remedies of Provider related thereto.
Pass-Through Services. Distributor may offer to their Customers OPEN MARKET Consulting and Education Services on a commission basis. Distributors will be paid ***** of the net Open Market sales.
