Pass-Through Services Sample Clauses

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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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Pass-Through Services. Subtenant shall have access to and use of, the Services described in Exhibit C attached hereto, if such Services are provided by the Sublandlord, at Sublandlords sole discretion, and elected by Subtenant in writing. These Services shall be provided separate and apart from the services provided under the Prime Lease and covered under Direct Expenses. If Subtenant requests any Services described in Exhibit C, Subtenant shall pay to Sublandlord a fee (“Pass Through Services Fee”) for the costs incurred by Sublandlord for such Services, which if such service applies to the Subleased Premises, shall be based on Subtenant’s Proportionate Share, but if such Services are provided solely for the Shared Space, the costs shall be based on Subtenant’s proportionate share of such Shared Space as set forth in Exhibit A. Commencing on the Commencement Date, Sublandlord shall provide Subtenant with a good faith estimate of the Pass Through Services Fee for each calendar year during the Term (“Estimated Pass Through Service Fee Statement”). Along with its payment of Base Rent, Subtenant shall pay to Sublandlord a monthly installment equal to one-twelfth (1/12) of the estimate. Sublandlord shall have the right in good faith, to update the estimate throughout the Term (not more than once in any calendar year, unless additional services are added and elected by Subtenant in writing) and Subtenant shall commence paying the updated estimated monthly Pass Through Services Fees as of the first day of the month following thirty (30) days after Subtenant’s receipt of said updated estimate. If Sublandlord does not provide Subtenant with an Estimated Pass Through Services Fee Statement for any calendar year, Subtenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Sublandlord provides Subtenant with the new estimate. If the monthly installment of any revised Estimated Pass Through Service Fee Service is greater than the monthly installment of the estimate for the previous calendar year, Subtenant shall pay to Sublandlord within thirty (30) days of the receipt of such notice, an amount equal to the difference of such monthly installment multiplied by the number of full and partial calendar months of such year preceding the delivery of such notice. Sublandlord shall give to Tenant within ninety (90) days following the end of each calendar year, a statement (the “Pass Through Service Fee Statement”) which shall state the actual Pass Through Ser...
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Related to Pass-Through Services

  • SPECIAL SERVICES Should the Trust have occasion to request the Adviser to perform services not herein contemplated or to request the Adviser to arrange for the services of others, the Adviser will act for the Trust on behalf of the Fund upon request to the best of its ability, with compensation for the Adviser's services to be agreed upon with respect to each such occasion as it arises.

  • Optional Services To the extent that the Fund elects to engage the Transfer Agent to provide the services listed below the Fund shall engage the Transfer Agent to provide such services upon terms and fees to be agreed upon by the parties:

  • Basic Services The Architect/Engineer’s Basic Services include all disciplines identified in Article 15 and all related usual and customary design, consultant, and other services necessary and reasonably inferable to complete the Project, or any phase of the Project, in accordance with the Owner’s requirements and the terms of this Agreement.

  • Janitorial Services Tenant will not employ any person for the purpose of cleaning the Premises or permit any person to enter the Building for such purpose other than Landlord's janitorial service, except with Landlord's prior written consent. Tenant will not necessitate, and will be liable for the cost of, any undue amount of janitorial labor by reason of Tenant's carelessness in or indifference to the preservation of good order and cleanliness in the Premises. Janitorial service will not be furnished to areas in the Premises on nights when such areas are occupied after 9:30 p.m., unless such service is extended by written agreement to a later hour in specifically designated areas of the Premises.

  • Legal Services If this Agreement is for legal services, this section is applicable. Contractor shall: (i) adhere to legal cost and billing guidelines designated by the JBE; (ii) adhere to litigation plans designated by the JBE, if applicable; (iii) adhere to case phasing of activities designated by the JBE, if applicable; (iv) submit and adhere to legal budgets as designated by the JBE; (v) maintain legal malpractice insurance in an amount not less than the amount designated by the JBE; and (vi) submit to legal bill audits and law firm audits if so requested by the JBE, whether conducted by employees or designees of the JBE or by any legal cost-control provider retained by the JBE for that purpose. Contractor may be required to submit to a legal cost and utilization review as determined by the JBE. If (a) the Contract Amount is greater than $50,000, (b) the legal services are not the legal representation of low- or middle-income persons, in either civil, criminal, or administrative matters, and (c) the legal services are to be performed within California, then Contractor agrees to make a good faith effort to provide a minimum number of hours of pro xxxx legal services, or an equivalent amount of financial contributions to qualified legal services projects and support centers, as defined in section 6213 of the Business and Professions Code, during each year of the Agreement equal to the lesser of either (A) thirty (30) multiplied by the number of full time attorneys in the firm’s offices in California, with the number of hours prorated on an actual day basis for any period of less than a full year or (B) the number of hours equal to ten percent (10%) of the Contract Amount divided by the average billing rate of the firm. Failure to make a good faith effort may be cause for nonrenewal of this Agreement or another judicial branch or other state contract for legal services, and may be taken into account when determining the award of future contracts with a Judicial Branch Entity for legal services.

  • Standard Services Landlord shall provide the following services on all days (unless otherwise stated below): (a) subject to limitations imposed by Law, customary heating, ventilation and air conditioning (“HVAC”) in season during Building HVAC Hours, stubbed to the Premises; (b) electricity supplied by the applicable public utility, stubbed to the Premises; (c) water supplied by the applicable public utility (i) for use in lavatories and any drinking facilities located in Common Areas within the Building, and (ii) stubbed to the Building core for use in any plumbing fixtures located in the Premises; (d) janitorial services to the Premises, except on weekends and Holidays; (c) elevator service (subject to scheduling by Landlord, and payment of Landlord’s standard usage fee, for any freight service); and (f) access to the Building for Tenant and its employees, 24 hours per day/7 days per week, subject to the terms hereof and such security or monitoring systems as Landlord may reasonably impose, including sign-in procedures and/or presentation of identification cards.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

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