Provision of Services by Party A Sample Clauses

Provision of Services by Party A. 1.1 Pursuant to the terms and conditions of this Agreement, Party B hereby engages Party A as the exclusive service provider to provide comprehensive business support, technical services and consulting services, which specifically include all or part of services within the business scope of Party B as Party A may from time to time determine, including but not limited to technical services, network support, business consulting, intellectual property license, device or leasing, marketing consultation, system integration, product R&D and system maintenance (“Services”), during the term of this Agreement. 1.2 Party B agrees to accept the consultation and services provided by Party A. Party B further agrees that, except with prior written consent of Party A, during the term hereof, Party B shall neither directly or indirectly accept any identical or similar consultation and/or services provided by, nor cooperate with, any third party, with respect to the matters stated herein. Party A may designate other party, which may enter into a certain agreement described in Article 1.3 hereof with Party B, to provide the consultation and/or services hereunder to Party B.
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Provision of Services by Party A. 1.1 Pursuant to the terms and conditions of this Agreement, Party B hereby appoints Party A as Party B’s exclusive service provider to provide Party B with comprehensive business support, technical services and consultation services, specifically including all or part of the services decided by Party A from time to time within the business scope of Party A, including, but not limited to, the contents listed in Annex I as well as other consultations and services related to the above and provided by Party A from time to time upon the request of Party B to the extent permitted by the PRC Laws (including any laws, regulations, rules, notices or other binding documents promulgated by any central or local legislative, administrative or judicial department of Mainland China before or after the execution of this Agreement, hereinafter “PRC Laws”) (hereinafter referred to as “Services”). 1.2 Party B agrees to accept the consultations and services provided by Party A. Party B further agrees that except with Party A’s prior written consent, during the term hereof, Party B shall not accept, or cause its controlled subsidiaries to accept any consultation and/or services provided by any third party, and shall not cooperate with any third party, in respect of the consultations and services contemplated herein. Party A may appoint other parties, who may enter into some or all agreements described in Article 1.4 with Party B, to provide Party B with the consultations and/or services under this Agreement. 1.3 In order to ensure that Party B meets the cash flow requirements in its daily operation and / or offset any losses arising from its operation, whether or not Party B actually incurs any such operating losses, Party A may, at its discretion, decide to provide Party B with financial support (only to the extent permitted by the PRC Laws). Party A may provide financial support to Party B in the form of loans permitted by the PRC Laws, and shall execute the contract in respect of such loan separately.
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Provision of Services by Party A. 1.1 Pursuant to the terms and conditions of this Agreement, Party B hereby appoints Party A as its exclusive service provider to provide Party B with comprehensive business support, technical services and consulting services during the term of this Agreement, specifically including all services determined by Party A from time to time within the Business Scope of Party B, including but not limited to the following: technical services, network support, business consulting, license of intellectual property, leasing of equipment or office space, market consulting, system integration, product development and system maintenance. 1.2 Party B agrees to accept the consultation and services provided by Party A. Party B further agrees that, except with the prior written consent of Party A, Party B shall not accept any consultation and/or service provided by any third party and shall not cooperate with any third party in respect of the matters specified in this Agreement during the term of this Agreement. Party A may designate any other party (such designated party may sign the agreements specified in Article 1.3 hereof with Party B) to provide Party B with the consultation and/or services under this Agreement. For the avoidance of doubt, no provision of this Agreement shall prevent Party A in any way from providing consultation and services to a third party, and it is not required to notify Party B or obtain Party B’s consent for Party A’s provision of any consultation and services to a third party.
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Provision of Services by Party A. 1.1 Subject to the terms and conditions hereof, Party B hereby entrusts Party A, as an exclusive service provider of Party B, to provide full business support, technical service and consulting service to Party B during the term hereof. Such support and services shall be determined by Party A from time to time within the business scope of Party B, including but not limited to technical service, network support, business consultation, intellectual property license, lease of equipment or office premises, market consultation, product R&D and system maintenance, technical consultation, computer system services; meeting services. 1.2 Party B agrees to accept the consultation and services to be provided by Party A. Party B further agrees that, except with prior written consent of Party A, it shall not accept any consultation and/or services from or enter cooperation with any third party with respect to the matters contemplated herein during the term hereof. Party A may designate any other party (which may enter into certain agreements described in Clause 1.3 hereof with Party B) to provide the consultation and/or services hereunder.
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Provision of Services by Party A. 1.1 According to the terms and conditions of this Agreement, Party B hereby appoints Party A as its exclusive service provider to provide Party B with all-round business support, technical services, and consulting services during the term hereof. Specifically, these services include all or a part of the services within the business scope of Party B which are subject to the decision of Party A from time to time, including but not limited to transfer of technologies, technical consulting, technical services, technical trainings, advertisement design, manufacturing, agency and releasing, enterprise marketing planning, enterprise management consulting, and business information consulting (the “Services”). 1.2 Party B agree to accept the consulting and services rendered by Party A. Party B further agree that, unless Party A gives prior written consent, Party B shall not accept any consulting and/or services rendered by any third party or cooperate with any third party with respect to the matters provided in this Agreement within the term of this Agreement. Party A may appoint other parties (who may enter into certain agreements described in Clause 1.3 of this Agreement with Party B) to provide the consulting and/or services hereunder to Party B.
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Provision of Services by Party A. 2.1 Subject to the terms and conditions hereof, Party B hereby appoints Party A as an exclusive service provider of Party B, to provide all services that Party B requires for its business operations during the term hereof. 1.2 Party B agrees to accept the services to be provided by Party A. Party B further agrees that, except with prior written consent of Party A, it shall not accept any services from or enter cooperation with any third party with respect to the matters contemplated herein during the term hereof. Party B also agrees that Party A may designate any other party to provide the services hereunder.
Sample 1

Related to Provision of Services by Party A

  • Provision of Services (a) The HSP will provide the Services in accordance with, and otherwise comply with: (1) the terms of this Agreement; (2) Applicable Law; and

  • Provision of Services by Third Parties The Administrator shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Administrator other than as set forth in Section 3; it being understood that the Administrator shall not charge to the Issuer any fees in addition thereto with respect to such outsourced Painting-Level Services that are described in Section 1(a)(i) and Entity-Level Services described in Section 1(a)(ii), but the Administrator shall be entitled to reimbursement for third party costs incurred in connection with Non-Routine Services described in Section 1(a)(iii) as set forth in Section 3(b). Reimbursement for Non-Routine Services shall be reimbursed by the Issuer out of the proceeds from a sale of the Painting. In addition, Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time.

  • Subcontracting for the Provision of Services (a) The parties acknowledge that, subject to the provisions of the Enabling Legislation, the HSP may subcontract the provision of some or all of the Services. For the purposes of this Agreement, actions taken or not taken by the subcontractor, and Services provided by the subcontractor, will be deemed actions taken or not taken by the HSP, and Services provided by the HSP. (b) When entering into a subcontract the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under this Agreement. Without limiting the foregoing, the HSP will include a provision that permits the Funder or its authorized representatives, to audit the subcontractor in respect of the subcontract if the Funder or its authorized representatives determines that such an audit would be necessary to confirm that the HSP has complied with the terms of this Agreement. (c) Nothing contained in this Agreement or a subcontract will create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affiliates or volunteers and the Funder. (d) When entering into a subcontract, the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under the FLSA.

  • Provision of Service NYISO will provide Developer with interconnection service of the following type for the term of this Agreement.

  • Provision of Services by the Administrator The Administrator shall directly, or indirectly through one or more Affiliates (as defined below) or third parties as described in Section 1(b), engage and maintain personnel for the purpose of providing the following services (collectively, the “Services”) to the Issuer and Masterworks Cayman: (i) Artwork-Level Services, including: (A) custodial and storage services for the Artwork; (B) maintaining asset-level insurance requirements for the Artwork; (C) managing transport for the Artwork in the ordinary course of business, including the display and exhibition thereof; (D) research services; (E) appraisal and valuation services; and (F) other services deemed necessary or appropriate by the Administrator at its discretion to maintain the Artwork; (ii) Entity-Level Services for the Issuer and Masterworks Cayman, including: (A) oversight and management of banking activities; (B) management of preparation and filing of SEC and other corporate filings; (C) financial, accounting and bookkeeping services, including retention of an auditor for the Issuer; (D) record-keeping, shareholder registrar, investor relations and regulatory compliance; (E) providing listing services, subject to the applicable law; (F) tax reporting services; (G) bill payment; (H) selecting and negotiating insurance coverage for the Issuer and Masterworks Cayman, including operational errors and omissions coverage and directors’ and officers’ coverage; (I) maintain the Issuer’s stock ledger and coordinating activities of the Issuer’s transfer agent, escrow agent and related parties; (J) software services; and (K) services related to Templum ATS trading. (iii) Non-Routine Services, including: (A) legal and professional transactional services; (B) negotiation of terms of potential sale of the Artwork or the Issuer and the execution thereof; (C) obtaining appraisals and statements of condition in connection with a sale transaction relating to the Artwork; (D) other transaction-related services, cost, payments and expenditures relating to the Artwork or the Issuer; (E) administrative services in connection with liquidation or winding up of the Issuer and Masterworks Cayman; (F) managing litigation, judicial proceedings or arbitration, including the defense and or settlement of any claims (regardless of whether or not the Issuer is named as a defendant or party in any such claim); (G) Conservation, restoration (as deemed necessary by the Administrator), reframing and other expenditures that increase the value of the Artwork; and (H) other non-routine or extraordinary services.

  • 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.

  • Termination of Services 6.2. To promote a non-discriminatory work environment based on the principle of equality, employers and the trade union should adopt appropriate measures to ensure that employees with HIV and AIDS are not unfairly discriminated against and are protected from victimisation through positive measures such as: (i) preventing unfair discrimination and stigmatisation of people living with HIV or AIDS through the development of HIV/AIDS policies and programmes for the workplace; (ii) awareness, education and training on the rights of all persons with regard to HIV and AIDS; (iii) mechanisms to promote acceptance and openness around HIV/AIDS in the workplace; (iv) providing support for all employees infected or affected by HIV and AIDS; and (v) grievance procedures and disciplinary measures to deal with HIV-related complaints in the workplace. 7. HIV TESTING, CONFIDENTIALITY AND DISCLOSURE

  • Modification of Services Credit Union reserves the right to modify the Service from time to time without making prior notice to Member, provided, however, that Credit Union will give you at least thirty (30) days notice prior to making any modifications to the Service that would materially alter their functionality.

  • Early Termination of Services Termination at any time upon 90 days’ prior written notice. Following the written notice period and coinciding with the early termination by the Recipient of any Service(s) in this Schedule, Early Termination Fees equal to 75% of the monthly cost of such terminated Services shall be charged to Recipient monthly until the earlier of (i) three (3) months after termination or (ii) the expiration of the Term of this Schedule. Recipient: Mead Johnson Nutrition (Spain) S.L. Provider: Bristol-Myers Squibb S.A. Point of Contact, Recipient: Leanne Metz Point of Contact, Provider: Loic Senechal Payment Terms: All payments due within thirty (30) days of receipt of invoice by Recipient.

  • Performance of Service; Limitation of Liability A. PFS shall exercise reasonable care in the performance of its duties under this Agreement. PFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with matters to which this Agreement relates, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond PFS's control, except a loss arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence, or willful misconduct on its part in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if PFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless PFS from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which PFS may sustain or incur or which may be asserted against PFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to PFS's refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement, (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to PFS by any duly authorized officer of the Trust, such duly authorized officer to be included in a list of authorized officers furnished to PFS and as amended from time to time in writing by resolution of the Board of Trustees of the Trust. PFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities (whether with or without basis in fact or law) of any and every nature (including reasonable attorneys' fees) which the Trust may sustain or incur or which may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by PFS as a result of PFS's refusal or failure to comply with the terms of this Agreement, its bad faith, negligence, or willful misconduct. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, PFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues beyond PFS's control. PFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of PFS. PFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect PFS's premises and operating capabilities at any time during regular business hours of PFS, upon reasonable notice to PFS. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation which presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim which may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor's prior written consent. C. PFS is hereby expressly put on notice of the limitation of shareholder, Trustee, officer, employee or agent liability as set forth in the Declaration of Trust of the Trust and agrees that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more Funds, the obligations hereunder shall be limited to the respective assets of such Fund. PFS further agrees that it shall not seek satisfaction of any such obligation from any shareholder of a Fund, nor from any Trustee, officer, employee or agent of the Trust.

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