PCMS Services Sample Clauses

PCMS Services. SRI shall not take any action that could impair or otherwise diminish the reputation of Aesculap, Aesculap Products or the PCMS Services.
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PCMS Services. SRI shall not publish or use any sales, marketing or promotional literature relating to PCMS Services ("PCMS Advertising") without Aesculap's written consent. Once approved, PCMS Advertising may be repeated by SRI without additional approval of Aesculap, unless Aesculap revokes its approval upon a minimum of five (5) business days' advance written notice. SRI shall make no warranties or representations with respect to PCMS Services, except as expressly approved in writing by Aesculap.
PCMS Services. Aesculap shall enter into all contracts with Customers with respect to PCMS Services. Unless otherwise agreed by the parties, SRI shall not be a party to any Customer Agreement for the provision of PCMS Services. Aesculap will establish the pricing for PCMS Services based upon Aesculap's pricing guidelines in effect from time to time.
PCMS Services. Aesculap shall provide all billing and collection services associated with PCMS Services.
PCMS Services. (a) Within sixty(60) days after each month during the Term, Aesculap shall pay to SRI an amount equal to thirty percent (30%) (the "PCMS Percentage") of the PCMS Profits realized by Aesculap with respect to PCMS Customer Agreements during the prior month.
PCMS Services. In the event that the PCMS Profit Margin derived by Aesculap is less than forty percent (40%) for any calendar year throughout the Term, Aesculap shall have the right, upon written notice to SRI within sixty (60) days following the end a Completed Measurement Period to cause SRI to enter into good faith discussions and negotiations regarding a a fair and equitable adjustment to the PCMS Percentage (a "PCMS Percentage Adjustment") for the calendar year immediately following such Completed Measurement Period. No PCMS Percentage Adjustment shall be effective and binding upon the parties hereto unless the PCMS Percentage Adjustment has been agreed to in writing by both SRI and Aesculap; provided, however, if SRI and Aesculap are unable to agree upon a fair and equitable PCMS Percentage Adjustment within forty-five (45) days following the commencement of discussions and negotiations with respect thereto, at the written request of either party, the parties shall submit the matter to binding arbitration to determine a fair and equitable PCMS Percentage Adjustment, if any, and the resulting PCMS Profit Margin that Aesculap would derive after such PCMS Percentage Adjustment. The arbitration shall be conducted by a panel of three (3) arbitrators having sufficient industry experience and qualifications and reasonably satisfactory to both SRI and Aesculap. The arbitrators shall be have the right to conduct such investigation of the respective books and records of each of Aesculap (on a non-consolidated basis, not including the financial information of any Affiliates of Aesculap) and SRI in connection with its determination of the PCMS Percentage Adjustment. The determination by the arbitrators shall be based upon such factors that the arbitrator deems relevant in connection therewith including, without limitation, (a) the parties intended for Aesculap to derive a PCMS Profit Margin of not less than forty percent (40%) for the PCMS Services, (b) the PCMS Profit Margin of Aesculap prior to any request for a Percentage Adjustment hereunder, (c) the change, if any, in the market for PCMS Services and (d) any changes in circumstances that have resulted in the PCMS Percentage Adjustment request hereunder including whether those changes were temporary or long-term. If SRI and Aesculap are unable to agree upon mutually satisfactory arbitrators to resolve their disagreement regarding a fair and equitable PCMS Percentage Adjustment, such arbitrators shall be selected pursuant t...

Related to PCMS Services

  • ADS Services Up to U.S. $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. Person holding ADSs on the applicable record date(s) established by the Depositary.

  • Data Access Services State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as “Client Originated Electronic Financial Instructions”), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.

  • Red Flags Services (1) The provisions of this Section 3(c) (the “Red Flags Section”) shall apply in the event the Fund elects to receive the “Red Flags Services”, which are hereby defined to mean the following services:

  • Utilities, Services Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, air conditioning, light, power, sewer, and other utilities (including gas and fire sprinklers to the extent the Project is plumbed for such services), refuse and trash collection and janitorial services (collectively, “Utilities”). Landlord shall pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord shall not cause any Utilities to the Premises which are not currently separately metered to be separately metered. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s willful misconduct, shall result in eviction or constructive eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use. Landlord’s sole obligation for either providing emergency generators or providing emergency back-up power to Tenant shall be: (i) to provide emergency generators with not less than the capacity of the emergency generators located in the Building as of the Commencement Date, and (ii) to contract with a third party to maintain the emergency generators as per the manufacturer’s standard maintenance guidelines. Landlord shall have no obligation to provide Tenant with operational emergency generators or back-up power or to supervise, oversee or confirm that the third party maintaining the emergency generators is maintaining the generators as per the manufacturer’s standard guidelines or otherwise. During any period of replacement, repair or maintenance of the emergency generators when the emergency generators are not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall have no obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of back-up power. Tenant expressly acknowledges and agrees that Landlord does not guaranty that such emergency generators will be operational at all times or that emergency power will be available to the Premises when needed.

  • ADMINISTRATION SERVICES The Administrator shall provide the following services, in each case, subject to the control, supervision and direction of the Fund and the review and comment by the Fund's auditors and legal counsel and in accordance with procedures which may be established from time to time between the Fund and the Administrator:

  • Support Services Other than the assistance provided in the Information, the BNPP Entities do not offer any support services in connection with the Software.

  • The Advisers Services (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.

  • Hosting Services GSI shall load the Web site onto server(s) that are connected to the Internet and readily accessible via the Web through use of the Domain Names. GSI shall ensure that the Web site is functional and ready to process transactions in a reasonably efficient manner.

  • Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

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