Provision of Multiple Services If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.
Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition. 13.2 If the Hosting of Customer Data by Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract contributes to or directly causes a Data Breach, Supplier shall be responsible for the obligations set forth in Appendix 1 related to breach reporting requirements and associated costs. Likewise if such Hosting contributes to or directly causes a Security Incident, Supplier shall be responsible for the obligations set forth in Appendix 1, as applicable. 14 Change Management
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: (a) Corporate actions (including inter alia, odd lot buy backs, exchanges, mergers, redemptions, subscriptions, capital reorganization, coordination of post-merger services and special meetings).
Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.
Coordination of Work Licensee shall be responsible for coordination of its Equipment installation work to avoid any interference with existing utilities, substructures, facilities and/or SFMTA transit operations. Licensee shall be the City's point of contact for all Equipment installation and except in case of emergency, all communications concerning Equipment installation shall be through Licensee's field representatives.
Network Services Local Access Services In lieu of any other rates and discounts, Customer will pay fixed monthly recurring local loop charges ranging from $1,200 to $2,000 for TDM-based DS-3 Network Services Local Access Services at 2 CLLI codes mutually agreed upon by Customer and Company.
REMOTE ACCESS SERVICES ADDENDUM The Custodian and each Fund agree to be bound by the terms of the Remote Access Services Addendum hereto.
Web Services Our Web Services are designed to enable you to easily establish a presence on the Internet. Our Web Hosting and Design is composed of our Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other.
Coordination of Services Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.
Provision of the Services The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Services and the performance of its obligations under this Call Off Contract. The Supplier shall ensure that the Services: comply in all respects with the description of the Services in Call Off Schedule 2 ( Services) or elsewhere in this Call Off Contract; and are supplied in accordance with the provisions of this Call Off Contract (including the Call Off Tender) and the Tender. The Supplier shall perform its obligations under this Call Off Contract in accordance with: all applicable Law; Good Industry Practice; the Standards; the Security Policy; the ICT Policy (if so required by the Customer); and the Supplier's own established procedures and practices to the extent the same do not conflict with the requirements of Clauses 7.1.3(a) to 7.1.3(e). The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Deliverables and to provide the Services in accordance with this Call Off Contract; subject to Clause 22.1 (Variation Procedure), obtain, and maintain throughout the duration of this Call Off Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Services; ensure that any services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Deliverables and/or the Services shall enable the Deliverables and/or the Services to meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Services are fully compatible with any Customer Property or Customer Assets described in Call Off Schedule 4 (Implementation Plan) (or elsewhere in this Call Off Contract) or otherwise used by the Supplier in connection with this Call Off Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with the Other Suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Services to any Other Supplier and, on the Call Off Expiry Date for any reason, to enable the timely transition of the supply of the Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of any Deliverables and/or the Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Call Off Contract Period in respect of the supply of the Services; deliver the Services in a proportionate and efficient manner; ensure that neither it, nor any of its Affiliates, embarrasses the Customer or otherwise brings the Customer into disrepute by engaging in any act or omission which is reasonably likely to diminish the trust that the public places in the Customer, regardless of whether or not such act or omission is related to the Supplier’s obligations under this Call Off Contract; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Supplier’s compliance with its obligations under this Call Off Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. This Clause 8 shall apply if any Services have been included in Annex 1 of Call Off Schedule 2 (Services).