Pass-Through Services Sample Clauses

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...

Pass-Through Services. Pass-Through Services shall be charged to the Company on a direct pass-through basis, with no ▇▇▇▇-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. 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. 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. 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. (b) Obtaining insurance coverage on behalf of Service Recipient and either arranging for the Service Recipient to pay directly or paying insurance premiums and fees on Service Recipient’s behalf charged by insurance companies providing insurance coverage to the Service Recipient. (c) Monitoring and administering legal proceedings on behalf of Service Recipient and either arranging for the Service Recipient to pay directly or paying on Service Recipient’s behalf settlements, fines and penalties arising from or in connection with any legal or administrative proceedings against or involving the Service Recipient. (d) Engaging and using external recruitment agencies for employees to perform Services at Service Recipient facilities and either arranging for the Service Recipient to pay directly or paying agency service fees on Service Recipient’s behalf payable to any external recruitment agencies for their recruitment services rendered to or for the benefit of Service Recipient. (e) Paying other third party fees and expenses reasonably incurred in the performance of services described herein on behalf of the Service Recipient, or arranging for the Service Recipient to pay directly. Studio City WA3 Parties may only be a Service Recipient of the 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. 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. 3.3.1 Notwithstanding any other provisions of this Agreement to the contrary, the scope of work applicable to the Pass Through Services shall include any and all of the work described in the Pass Through Services Contract, whether or not specifically set out in the applicable Statement of Work. 3.3.2 Notwithstanding any other provisions of this Agreement to the contrary, Service Provider shall meet or exceed any and all milestone delivery obligations and other obligations and requirements applicable to the Pass Through Services set out in the applicable Statement of Work or in the Pass Through Services Contract. If and to the extent Service Provider fails to meet or exceed such milestone delivery obligations or other obligations or requirements, Service Provider shall be liable for service level credits, liquidated damages, fines, penalties or other amounts as set forth in the SOW. Service Provider shall also (i) take all actions necessary to remediate and/or mitigate the delay or failure, and (ii) cooperate with Customer to investigate the root cause of such failure and take any and all actions necessary to correct the cause of such failures in order to prevent such failure from recurring. 3.3.3 Notwithstanding any other provisions of this Agreement to the contrary, Service Provider shall meet or exceed any and all service levels and key performance measurements and other commitments and requirements applicable to the Pass Through Services, set out in the applicable Statement of Work or in the Pass Through Services Contract. If and to the extent Service Provider fails to meet or exceed such service levels or key performance measurements or other commitments or requirements, Service Provider shall be liable for service level...