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Payment for Disentanglement Services Sample Clauses

Payment for Disentanglement Services. Symetra shall be required to pay (at the Service Rates, unless other rates are then agreed to by the Parties) for any Disentanglement Services that are both outside the scope of the Services and cannot be accomplished by the Substantially Dedicated Resources without adversely impacting ACS’ ability to comply with the SLRs. Notwithstanding the foregoing: (a) the ACS Key Personnel shall exercise all commercially reasonable efforts to minimize the costs and expenses associated with such Disentanglement services; and/or (b) Symetra may require ACS to re-focus the work efforts of the Substantially Dedicated Resources toward Disentanglement activities and waive any resulting failure of ACS to comply with the SLRs. ACS shall not: (y) in anticipation of sending or receiving a Termination Notice or the expiration of the Term, reduce the number of Substantially Dedicated Resources, nor change the identities of the Substantially Dedicated Resources; or (z) without Symetra’s prior written consent, reduce the number, or change the identities, of the Substantially Dedicated Resources during the Disentanglement Period. For purposes of this Agreement, “Substantially Dedicated Resources” means those employees, agents and/or contractors of ACS and/or its Subcontractors that dedicate fifty percent (50%) or more of their work time to providing Services to Symetra and/or the Affiliates of Symetra, all of whom shall be identified periodically by ACS pursuant to the requirements set forth in Section 3.1.2.
Payment for Disentanglement ServicesThe County shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by County, an unresolved Force Majeure Event, or County’s exercise of its rights to terminate for convenience. Vendor shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Vendor. Vendor shall provide an estimate to County of the number of full time equivalent (FTE) hours (and the applicable billing rate) required to perform the tasks comprising the Disentanglement as set forth in the Disentanglement Transition Plan. Charges and payment for Disentanglement Services to Vendor arising from a termination of the Agreement caused by County as described in this Section, shall be made consistent with the Fees and hourly rates of this Agreement as of the date of the Termination Notice or Termination Date, plus any other additional expenses Vendor may incur for the County at an actual cost basis plus seven percent (7%) mark-up, excluding any taxes and costs of shipping. Notwithstanding the foregoing, Vendor shall use commercially reasonable efforts to utilize its existing staff to perform all Disentanglement tasks without requiring additional FTEs and at no additional cost to County.
Payment for Disentanglement ServicesThe Client shall pay for all Disentanglement Services if this Agreement or any portion thereof is terminated for any reason except a material breach by Vendor.
Payment for Disentanglement ServicesThe County shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by County, or County’s exercise of its rights to terminate for convenience. Contractor shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Contractor. Contractor shall provide an estimate to County of the number of FTE (full time equivalent) hours (and the applicable billing rate) required to perform the tasks comprising the Disentanglement as set forth in the Disentanglement Transition Plan. County and Contractor shall negotiate in good faith and arrive at an agreement for such costs. Notwithstanding the foregoing, Contractor shall use commercially reasonable efforts to utilize its existing staff to perform all Disentanglement tasks without requiring additional FTEs and at no additional cost to County.
Payment for Disentanglement ServicesThe County shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by County, or County’s exercise of its rights to terminate for convenience. Contractor shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Contractor. Contractor shall provide an estimate to County of the number of FTE (full time equivalent) hours (and the applicable billing rate) required to perform the tasks comprising the Disentanglement as set forth in the Disentanglement Transition Plan. County and Contractor shall negotiate in good faith and arrive at an agreement for such costs. Notwithstanding the foregoing, Contractor shall use commercially reasonable efforts to utilize its existing staff to perform all Disentanglement tasks without requiring additional FTEs and at no additional cost to County. THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE COUNTY GLOBALLY (INCLUSIVE OF AFFILIATES OF COUNTY) FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM IN WHICH ANY SUCH ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE (IT BEING THE UNDERSTANDING OF THE PARTIES THAT IDENTIFYING THE "FIRST" CLAIM WILL ESTABLISH THE BEGINNING POINT FOR ANY SUCH PERIOD DESCRIBED HEREIN).
Payment for Disentanglement ServicesClient shall pay all Disentanglement Services fees if this Agreement is terminated as a result of a material breach by Client, an unresolved force majeure event, or Client’s exercise of its rights to terminate for convenience. Provider shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Provider. For clarity, Disentanglement Services will be performed at no additional cost unless such tasks require, in Provider’s reasonable discretion, the use of additional resources beyond the Provider Personnel assigned to perform the ‘steady state’ Services, in which case, such additional resources and rates will be set forth in the Disentanglement Transition Plan and subject to Client approval.
Payment for Disentanglement Services. If DSHS terminates this Agreement, or any part thereof, for convenience, or if the Contractor terminates this Agreement, or any portion of it, due to a material default by DSHS, or if this Agreement expires without renewal, then DSHS will pay the applicable fees associated with Disentanglement. If DSHS terminates this Agreement, or any part thereof, due to a material breach or an Event of Default by the Contractor, then the Contractor will pay the applicable fees associated with Disentanglement.

Related to Payment for Disentanglement Services

  • Payment Services The Application allows the User to access some or all of the following Payment Services (depending on the services that the Partner has integrated). ● The opening of a Payment Account; ● Carrying out the following operations: o Withdrawal o Transfers (in/out) o Direct debits (in / out) o Payment transactions through a Card; ● Issuing of a Card, associated with the Payment Account; ● Card acquiring

  • Development Services During the term of this Agreement, the Provider agrees to provide to or on behalf of the Port the professional services and related items described in Exhibit A (collectively, the “Development Services”) in accordance with the terms and conditions of this Agreement. The Provider specifically agrees to include at least one Port representative in any economic development negotiations or discussions in which the Provider is involved concerning (i) a port-related business prospect or (ii) a business transaction which will ultimately require Port involvement, financial or otherwise.

  • Payment for Services Contractor shall exert reasonable and diligent efforts to collect prompt payment from the Commonwealth. Contractor shall pay Subcontractor in proportion to amounts received from the Commonwealth which are attributable to the Services performed by Subcontractor. Contractor shall pay Subcontractor within fourteen (14) days after the Contractor receives such payment from the Commonwealth, unless the parties expressly agree upon a different payment schedule or structure as set forth below: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

  • Outplacement Services The Executive shall receive reasonable outplacement services, on an in-kind basis, suitable to his position and directly related to the Executive’s Involuntary Termination, for a period of eighteen (18) months following the date of the Involuntary Termination, in an aggregate amount of cost to the Company not to exceed $50,000. Notwithstanding the foregoing, the Executive shall cease to receive outplacement services on the date the Executive accepts employment with a subsequent employer. Such outplacement services shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(b)(9)(v)(A).

  • Inpatient Services Hospital Rehabilitation Facility

  • Student Services a. High school students in dual credit courses will be given access to the College library, accorded appropriate privileges, and have adequate library resources convenient for use at the site where the course is offered. b. High school students in dual credit courses will be provided the academic support services, including academic advising and counseling, as those on the college campus. c. Prior to the start of each academic year, the High School and College shall collaborate on the development and communication of procedures for the provision of accommodations for students with disabilities enrolled in Dual Credit courses (“Established Procedures”). High School and College shall provide disability services in accordance with Established Procedures and applicable law. d. If a student is enrolled simultaneously in College and in high school in a dual credit program, the two schools may share information regarding the student, in accordance with FERPA. e. All other services provided to regular Dallas College students will also be provided to high school students enrolled in dual credit courses in accordance with applicable law and Dallas College policies.

  • Autism Services This plan covers the following services for the treatment of autism spectrum disorders. • Applied behavior analysis when provided and/or supervised by an individual licensed by the state in which the service is rendered. See the Summary of Medical Benefits for the amount that you pay. • Physical therapy, occupational therapy, and speech therapy services when rendered as part of the treatment of autism spectrum disorder. A benefit limit will not apply to these services. • Psychological and psychiatric services, and prescription drugs are also covered. See Behavioral Health Services and Prescription Drugs and Diabetic Equipment or Supplies for additional information. Coverage for autism spectrum disorders does not affect any obligation of a school district, a state or other governmental entity to provide services to an individual under an individualized family service plan, an individualized education program, or similar services required under state or federal law. Services related to autism that are furnished by school personnel are not covered under this plan.

  • Asset Management Services (i) Real Estate and Related Services: (a) Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (b) Negotiate and service the Company’s debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; (d) Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments; (e) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Properties, Loans and other Permitted Investments on an overall portfolio basis; (f) Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (g) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; (h) Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Managers; (i) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; (j) Coordinate and manage relationships between the Company and any co-venturers or partners; and (k) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings. (ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

  • Program Services a) Personalized Care Practice agrees to provide to Program Member certain enhancements and amenities to professional medical services to be rendered by Personalized Care Practice to Program Member, as further described in Schedule 1 to these Terms. Upon prior written notice to Program Member, Personalized Care Practice may add or modify the Program Services set forth in Schedule 1, as reasonably necessary, and subject to such additional fees and/or terms and conditions as may be reasonably necessary. b) Program Member acknowledges that the Program Services are services that are not covered services under any insurance contract to which Program Member may be a party, including, without limitation, Medicare, and are not reimbursable by Program Member’s insurer, health plan or any governmental entity, including Medicare. Program Member agrees to bear sole financial responsibility for the Member Amenities Fee and agrees not to submit to Program Member’s insurer, health plan or governmental entity any xxxx, invoice or claim for payment or reimbursement of such Member Amenities Fee. c) Personalized Care Practice or its designated affiliate will separately charge Program Member or Program Member’s insurer, health plan or governmental entity for medical, clinical, diagnostic or therapeutic services rendered by Personalized Care Practice or its designated affiliate to Program Member, and Program Member may seek payment or reimbursement from Program Member’s insurer or health plan for any such service to the extent covered by Program Member’s insurer, health plan or governmental entity. d) Program Member understands, agrees and covenants that this Agreement is a service contract, and not a contract for insurance.

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.