Provision of Transitional Services and Charges Sample Clauses

Provision of Transitional Services and Charges. 2.1 From Completion, the Seller agrees to provide (or procure the provision of) each of the Transitional Services to the Purchaser for the benefit of the Business for the applicable Service Term (subject to any agreed adjustments to the Service Terms in accordance with this Schedule 15) to no less than the standard at which, and the manner in which (by using the same procedures and technical and organisational means), such Transitional Services were provided during the Comparison Period. Notwithstanding the foregoing, in respect of services procured by the Seller from a third party and passed through to the Purchaser for the benefit of the Business as Transitional Services, the standard applicable to such Transitional Services for the purposes of this paragraph shall be the standard at which they are received by the Seller during the Comparison Period. 2.2 The Purchaser shall be responsible for all reasonable costs and expenses incurred in connection with obtaining or maintaining TSA Third Party Consents, including costs that may be incurred by any agent, contractor or sub-contractor of the Seller, provided always that such costs and expenses are approved by the Purchaser in advance. The Seller shall use all reasonable endeavours to obtain the relevant TSA Third Party Consents. The Seller shall have no obligation to provide, and shall have no liability for any failure to provide or delay in providing, Transitional Services for which a TSA Third Party Consent is necessary, but is not obtained or is refused, terminated or withdrawn (whether as a result of the Purchaser’s failure to pay any costs or expenses referred to above or otherwise) (Dependent Service Element). 2.3 If the Seller is excused from providing a Dependent Service Element pursuant to paragraph 2.2, the Seller shall notify the Purchaser as soon as reasonably practicable and there shall be a proportionate reduction in the Charges (as defined below) to reflect any cost savings to the Seller as a result of such cessation. For the avoidance of doubt, the Seller makes no representation or warranty, whether express or implied, as to whether any TSA Third Party Consent can be obtained or maintained for the purposes of this Agreement. 2.4 In consideration of the Seller providing the Transitional Services, the Purchaser shall pay the Seller an amount of GBP12,000 per month (Charges). The Seller and the Purchaser agree that, where a reduction in scope, volume or standard of a Transitional Service is agr...
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Related to Provision of Transitional Services and Charges

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • Additional Services Registry Operator shall be entitled to provide the Registry Services described in clauses (a) and (b) of the first paragraph of Section 2.1 in the Specification 6 attached hereto (“Specification 6”) and such other Registry Services set forth on Exhibit A (collectively, the “Approved Services”). If Registry Operator desires to provide any Registry Service that is not an Approved Service or is a material modification to an Approved Service (each, an “Additional Service”), Registry Operator shall submit a request for approval of such Additional Service pursuant to the Registry Services Evaluation Policy at xxxx://xxx.xxxxx.xxx/en/registries/rsep/rsep.html, as such policy may be amended from time to time in accordance with the bylaws of ICANN (as amended from time to time, the “ICANN Bylaws”) applicable to Consensus Policies (the “RSEP”). Registry Operator may offer Additional Services only with the written approval of ICANN, and, upon any such approval, such Additional Services shall be deemed Registry Services under this Agreement. In its reasonable discretion, ICANN may require an amendment to this Agreement reflecting the provision of any Additional Service which is approved pursuant to the RSEP, which amendment shall be in a form reasonably acceptable to the parties.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Approved Services; Additional Services Registry Operator shall be entitled to provide the Registry Services described in clauses (a) and (b) of the first paragraph of Section 2.1 in the Specification 6 attached hereto (“Specification 6”) and such other Registry Services set forth on Exhibit A (collectively, the “Approved Services”). If Registry Operator desires to provide any Registry Service that is not an Approved Service or is a material modification to an Approved Service (each, an “Additional Service”), Registry Operator shall submit a request for approval of such Additional Service pursuant to the Registry Services Evaluation Policy at xxxx://xxx.xxxxx.xxx/en/registries/rsep/rsep.html, as such policy may be amended from time to time in accordance with the bylaws of ICANN (as amended from time to time, the “ICANN Bylaws”) applicable to Consensus Policies (the “RSEP”). Registry Operator may offer Additional Services only with the written approval of ICANN, and, upon any such approval, such Additional Services shall be deemed Registry Services under this Agreement. In its reasonable discretion, ICANN may require an amendment to this Agreement reflecting the provision of any Additional Service which is approved pursuant to the RSEP, which amendment shall be in a form reasonably acceptable to the parties.

  • Professional Services Fees You agree to pay us the professional services fees in the amounts set forth in the Investment Summary. Those amounts are payable in accordance with our Invoicing and Payment Policy. You acknowledge that the fees stated in the Investment Summary are good-faith estimates of the amount of time and materials required for your implementation. We will bill you the actual fees incurred based on the in-scope services provided to you. Any discrepancies in the total values set forth in the Investment Summary will be resolved by multiplying the applicable hourly rate by the quoted hours.

  • Personal Services No employee shall be required to perform services of a personal nature.

  • 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).

  • Compensation for Additional Services Additional Services shall be compensated as set forth on Exhibit A for the stipulated payment amounts set forth therein. Other Additional Services not set forth on Exhibit A that are required or requested by the Owner shall be compensated as agreed, using the methodology set forth on Exhibit A, prior to the Design Professional undertaking such Additional Services; provided, however, that if such compensation cannot be agreed, the Additional Services shall be performed at the hourly rates set forth and listed in Exhibit B, plus reimbursable expenses pursuant to Article 4.1.3 below, with a limitation as to maximum amount specified.

  • Professional Services Bodily injury" or "property damage" arising out of the rendering of or failure to render profes- sional services;

  • Professional Services Warranty 5.1 Oracle warrants that Professional Services will be provided in a professional manner consistent with industry standards. Customer must notify Oracle of any warranty deficiencies within 60 days from performance of the deficient Professional Services. 5.2 ORACLE DOES NOT WARRANT THAT THE PROFESSIONAL SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, THAT ORACLE WILL CORRECT ALL PROFESSIONAL SERVICES ERRORS, OR THAT THE PROFESSIONAL SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. ORACLE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE PROFESSIONAL SERVICES THAT ARISE FROM CUSTOMER DATA OR THIRD PARTY APPLICATIONS OR PROFESSIONAL SERVICES PROVIDED BY THIRD PARTIES. 5.3 FOR ANY BREACH OF THE PROFESSIONAL SERVICES WARRANTY, CUSTOMER’S EXCLUSIVE REMEDY AND ORACLE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT PROFESSIONAL SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF ORACLE CANNOT SUBSTANTIONALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY END THE DEFICIENT PROFESSIONAL SERVICES AND ORACLE WILL REFUND TO THE CUSTOMER THE FEES FOR THE TERMINATED PROFESSIONAL SERVICES THAT CUSTOMER PRE-PAID TO ORACLE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. 5.4 TO THE EXTENT NOT PROHIBITED BY LAW, THIS WARRANTY IS EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

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