Provision of Technical Assistance Services Sample Clauses

Provision of Technical Assistance Services. (a) The first sentence of Section 2.3 of the Agreement is deleted in its entirety and replaced with the following: “No later than January 31, 2020, the Parties shall enter into a Technical Assistance Service Agreement, in a form substantially consistent with the Term Sheet attached hereto as Exhibit B (the “Technical Assistance Service Agreement”).”
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Provision of Technical Assistance Services. No later than December 31, 2019, the Parties shall enter into a Technical Assistance Service Agreement, in a form substantially consistent with the Term Sheet attached hereto as Exhibit B (the “Technical Assistance Service Agreement”). The Technical Assistance Service Agreement will contain terms and conditions governing the advisory services to be provided by CNHI/Iveco to Nikola (in accordance with an agreed RASIC allocation of roles) in connection with the manufacturing of XXX and FCEV heavy duty trucks (the “Technical Assistance Services”). Such Technical Assistance Services will include, inter alia, project coordination, drawings and documentation support, engineering support, vehicle integration and product validation support, purchasing, quality, and the introduction in Nikola’s plants of the Iveco World Class Manufacturing Methodology. The Parties have agreed that the value of the Technical Assistance Services will be [*] for technical assistants and [*] for project managers and they have also agreed that such Technical Assistance Services up to the amount of [*] (the “Threshold”) shall constitute a Contribution in Kind made by CNHI/Iveco pursuant to the Technical Assistance Service Agreement. In order to validate and confirm the Contributions in Kind pursuant to the Technical Assistance Service Agreement, CNHI/Iveco shall permit Nikola to access the relevant facilities, work product, time logs, and any other documentation as Xxxxxx xxxxx necessary, in the form to be agreed by the Parties at the Initial Closing. Nikola has also irrevocably agreed that, subject to the consummation of the Initial Closing, by or around December 31,2022 Nikola will use its best efforts to purchase Technical Assistance Services so as to reach (or exceed) the Threshold by December 31, 2022. Pursuant to this irrevocable commitment, at the end of every calendar quarter of 2020, Nikola shall issue and deliver to CNHI/Iveco 1,349,892 Preferred Shares at a deemed purchase price of $18.52 per share, irrespective of the actual value of the Technical Assistance Services rendered by CNHI/Iveco during each quarter of 2020; provided, however, that if Nikola’s purchase of services totals less than the Threshold during such period, Nikola may issue additional Preferred Shares at the value of any shortfall on or before such date and have the right to receive such services up to the value of such shortfall after such date. Subject to the above, it is understood that: (i) any excess ove...
Sample 1
Provision of Technical Assistance Services. The Strategic Partner shall perform all necessary action so that Management of the Assigned Airports complies with the quality, safety, opportunity, and pricing standards provided in each of the Concession Certificates and for such purposes: ​
Sample 1
Provision of Technical Assistance Services. SETA and SETA’s shareholders shall perform all necessary acts in order that Management of the Assigned Airports comply with the quality, safety, opportunity and pricing standards provided in each of the concession certificates of the Concessionaire Companies:
Sample 1

Related to Provision of Technical Assistance Services

  • Technical Assistance Except as expressly set forth elsewhere in this Agreement (including in the Exhibits), in the CONTRIBUTION AGREEMENT, in the SEPARATION AGREEMENT, or any other mutually executed agreement between the parties, no party shall be required to provide the other party with any technical assistance or to furnish any other party with, or obtain on their behalf, any documents, materials or other information or Technology.

  • Termination Assistance Services Upon the expiration or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient except that:

  • TECHNICAL SUPPORT SERVICES 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Directory Assistance (DA); CALL COMPLETION

  • Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

  • 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.

  • Technical Services Party B will provide technical services and training to Party A, taking advantage of Party B’s advanced network, website and multimedia technologies to improve Party A’s system integration. Such technical services shall include:

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

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

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