Provision of Certain Services Sample Clauses

Provision of Certain Services. Buyer acknowledges that the Companies and their Subsidiaries currently receive from Seller and its Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Seller (“Support Services”). Seller and Buyer acknowledge that, except as provided in the Master Transition Services Agreement, Support Services shall cease at Closing, and all agreements and arrangements in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto.
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Provision of Certain Services. (a) During the term of this Agreement, the OPCO Parties shall provide the MSH Parties with such administrative, corporate, accounting, financial, insurance, legal, tax, data processing, human resources and operational services as the MSH Parties shall from time to time reasonably request. (b) The MSH Parties shall compensate the OPCO Parties for the services provided to the MSH Parties under this Section 5 in an amount determined in good faith by the OPCO Parties as the amount an unaffiliated third party would charge the MSH Parties for comparable services and shall reimburse the OPCO Parties for certain costs incurred and paid to third parties on behalf of the MSH Parties. The OPCO Parties shall, on a monthly basis, provide the MSH Parties with a statement setting forth its charges for such services and the MSH Parties shall pay all undisputed charges within ten days of the receipt by the MSH Parties of such monthly statement.
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Provision of Certain Services. Purchasers acknowledge and agree that, as of the date hereof, the Business receives from Sellers and their Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Sellers (the "Support Services"). Sellers and Purchasers acknowledge and agree that, except as provided in the Ancillary Agreements or other arrangements that expressly survive the Closing, including the Intellectual Property Arrangements and the Master Subcontracting Print Arrangements, the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto. SECTION 5.25
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Provision of Certain Services. For a period of three years after closing Seller agrees to provide, cause a third party to provide, or reimburse Purchaser or LLANY for the reasonable cost of obtaining, in each case at a cost to Purchaser not in excess of the amount currently being paid by Seller, CLIC or the Parent Subsidiaries or charged back to the Business by any Affiliate of Seller (subject to escalation on the basis provided for in the contract pursuant to which Seller or the relevant Affiliate of Seller obtains such service or the use of such asset from a third party) services or assets substantially comparable to any service or asset material to the operation of the Business that Seller is unable to deliver to Purchaser or LLANY (other than any such service or asset identified in Schedule 1.01(H) hereto or described in Schedule 2.01 to the Transition Services Agreement and other than Insurance Contracts, reinsurance treaties and agreements and Licensed Principally Used Software). In the event that the remaining term of a contract pursuant to which Seller or any Affiliate of Seller obtains a particular service or asset expires during the three-year period covered by this Section 5.32, then: (i) if such contract is not renewable, then Seller shall have no further obligation under this Section 5.32 with respect to such service or asset; or (ii) if such contract is renewable, then Seller shall so notify Purchaser or LLANY, as the case may be, and Purchaser or LLANY shall be entitled to require Seller or the relevant Affiliate of Seller to renew such contract for a period ending not later than the end of the three-year term covered by this Section 5.32; provided, that Purchaser or LLANY, as the case may be, shall be required to make all payments with respect to the renewal period.
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Provision of Certain Services. (a) Buyer acknowledges that the Target Company currently receives from Seller and its Affiliates the administrative and corporate services and the benefits described in Section 5.11(a) of the Seller Disclosure Schedule (the “Support Services”). Seller, the Target Company and Buyer acknowledge and agree that, except as expressly provided in this Agreement, the Ancillary Agreements, and the Continuing Arrangements (in each case, if at all), the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto. (b) Buyer further acknowledges and agrees that from and after Closing, the Target Company shall cease to have any rights under, or otherwise be a beneficiary of, the Contracts listed under Section 5.11(b) of the Seller Disclosure Schedule, and Buyer shall be solely responsible to cause the Target Company to obtain a separate contract with respect to the subject matter of such contracts.
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Provision of Certain Services. The parties understand and agree to provide the services set forth on Schedule A-1 and Schedule A-2 to this Agreement, subject to the termination provisions set forth in the Original Agreement and as modified by this Agreement.
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Provision of Certain Services. (a) During the term of this Agreement, the OPCO Parties shall provide the MSH Parties with such administrative, corporate, accounting, financial, insurance, legal, tax, data processing, human resources and operational services as the MSH Parties shall from time to time reasonably request. (b) The MSH Parties shall compensate the OPCO Parties for the services provided to the MSH Parties under this Section 5 in an amount determined in good faith by the OPCO Parties as the amount an unaffiliated third party would charge the MSH Parties for comparable services and shall reimburse the OPCO Parties for certain costs incurred and paid to third parties on behalf of the MSH Parties. The OPCO Parties shall, on
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Provision of Certain Services. Buyer acknowledges and agrees that the Business currently receives from Parent and its Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Parent (the “Support Services”). Parent and Buyer acknowledge and agree that, except as provided in the Transaction Documents, the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto.
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Provision of Certain Services 
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Related to Provision of Certain Services

  • Exclusion of Certain Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

  • Notification of Certain Matters The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company and Parent, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time and (ii) any failure of the Company or Parent, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.9 shall not limit or otherwise affect any remedies available to the party receiving such notice.

  • Termination of Certain Rights The Company's obligations under ----------------------------- Section 3.1 will terminate upon the earliest of (i) the closing of the Company's initial public offering of Common Stock pursuant to a registration statement filed with and declared effective by the SEC under the Securities Act, or (ii) the acquisition (by merger, consolidation or otherwise) of the Company where the surviving entity is subject to the reporting requirements of the Exchange Act.

  • Breach of Certain Provisions Failure of Borrower to perform or comply with any term or condition contained in that portion of subsection 2.2 relating to Borrower's obligation to maintain insurance, subsection 2.3, Section 3 or Section 4; or

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

  • PROVISION OF CERTAIN INFORMATION BY SUBADVISER The Subadviser will promptly notify the Adviser in writing of the occurrence of any of the following events: a. the Subadviser fails to be registered as an investment adviser under the Investment Advisers Act or under the laws of any jurisdiction in which the Subadviser is required to be registered as an investment adviser in order to perform its obligations under this Agreement; b. the Subadviser is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust; and c. any change in actual control or management of the Subadviser or the portfolio manager of any Portfolio.

  • Termination of Certain Covenants The covenants set forth in Sections 2.5, 2.6, 2.7, 2.8, 2.9 and 2.10 shall terminate and be of no further force or effect upon the consummation of (i) a Qualified Public Offering or (ii) a Liquidation Event.

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