Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the payment of the Service Costs in accordance with Section 3.01, after the Distribution Time, each of Masco and TopBuild (each in its capacity as a provider of Services, “Provider”) agrees to provide to the other party (in its capacity as a recipient of Services, “Recipient”), or procure the provision to Recipient of, and Recipient agrees to purchase from Provider, the transition services set forth on Schedule A as Services to be provided by the relevant Provider (the “Services”).
(b) It is understood that (i) the Services to be provided to Recipient under this Agreement shall, at Recipient’s request, be provided to Recipient or any other Person that is a Subsidiary of Recipient (and to the extent Services are so provided, references to “Recipient” (and related references) shall be construed accordingly as the context requires), and (ii) Provider may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Affiliates to provide or procure such Services (and, to the extent Services are so provided, references to “Provider” (and related references) shall be construed accordingly as the context requires), which Affiliates it may change at its discretion from time to time; provided that Provider shall remain responsible for the performance of such Affiliates. With respect to Services provided to, or procured on behalf of, any Subsidiary of Recipient, Recipient agrees to pay on behalf of such Subsidiary, or cause such Subsidiary to pay, all amounts payable by or in respect of such Services pursuant to this Agreement.
(c) Except for the Services expressly contemplated to be provided in accordance with this Section 2.01, Provider shall have no obligation under this Agreement to provide any services to the Recipient Group.
Purchase and Sale of Services. Section 2.01. Purchase and Sale of Services 6 Section 2.02. Subsidiaries 6 Section 2.03. No Additional Services 6 Section 2.04. Services Provided by Recipient 6 Section 2.05. Third Party Licenses and Consents 7 SERVICE COSTS; OTHER CHARGES Section 3.01. Service Costs Generally 7 Section 3.02. Taxes 7 Section 3.03. Invoicing and Settlement of Costs 8 THE SERVICES Section 4.01. Standards of Service 8 Section 4.02. Changes to the Services 9 Section 4.03. Management of Services By Provider 9 Section 4.04. Operating Committee 9 Section 4.05. Disaster Recovery and BCP 10 DISCLAIMER, LIABILITY AND INDEMNIFICATION Section 5.01. EXCLUSION OF WARRANTIES 10 Section 5.02. Limitation of Liability 10 Section 5.03. Indemnification of Provider by Recipient 11 Section 5.04. Indemnification of Recipient by Provider 12 Section 5.05. Taxes 12 Section 5.06. Indemnification as Exclusive Remedy 12 Section 5.07. Conduct of Proceedings 12 Section 5.08. Notice of Certain Matters 12
Purchase and Sale of Services. Section 2.01. Purchase and Sale of Services...................................4 Section 2.02. Subsidiaries....................................................5 Section 2.03.
Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Charges described in Article III below, the Company and KSI, as applicable, agree to provide to the other party the services described in the attached Services Schedule (the "SERVICES SCHEDULE") attached to this Agreement as EXHIBIT A. Each Service shall be covered by this Agreement upon inclusion in or amendment to the Services Schedule attached hereto. Collectively, the services described on the Services Schedule as a whole (including Additional Services) shall be referred to herein as "SERVICES." The party providing a particular Service shall be referred to herein as the "SERVICE PROVIDER," and the party receiving a particular Service shall be referred to herein as the "SERVICE RECIPIENT." For each Service, the Services Schedule shall set forth, among other things, the names of the Service Provider and Service Recipient; a description of the Service to be provided; the time period during which the Service will be provided if different from the term of this Agreement determined pursuant to Article 5 hereof; the method for allocating to the Service Recipient costs associated with the Service, if any; and any other terms applicable thereto. Obligations regarding the Services Schedule shall be effective upon execution of this Agreement, or, if the Services Schedule is amended after the execution of this Agreement, the obligations created by such amendment to the Services Schedule shall be effective upon execution of such written amendment to the Services Schedule. At its option, the Service Provider may cause any Service it is required to provide hereunder to be provided by any of its Subsidiaries. Unless otherwise specifically agreed by the Service Provider and the Service Recipient, the Services to be provided hereunder shall be substantially similar in scope, quality and nature to those provided by the Company prior to the Closing Date, shall be performed by the same or similarly qualified personnel, and shall be provided only at the locations such Services are being provided by the Company prior to the Closing Date; provided, however, that the selection of personnel to perform the Services shall be at the sole discretion of the Service Provider; and provided, further, that, except as expressly provided in this Agreement, the Service Provider shall not be required to increase the volume, scope or quality of the Services provided beyond that which has been pro...
Purchase and Sale of Services. During each Contract Year, SABINE shall make available to Customer, and Customer shall purchase and pay for in an amount equal to the Fee, the Services as described in Section 3.1(b).
Purchase and Sale of Services. On the terms and subject to the conditions set forth in this Agreement and in consideration of the Service Charges described below, ICN agrees to provide to Ribapharm, and Ribapharm agrees to purchase from ICN, the services described on Schedule I hereto and Ribapharm agrees to provide to ICN, and ICN agrees to purchase from Ribapharm certain regulatory affairs services. Unless otherwise specifically agreed by ICN and Ribapharm, the Services to be provided hereunder shall be substantially similar in scope, quality and nature to those provided prior to the Initial Public Offering and shall be performed by the same or similarly qualified personnel; provided, however, that the selection of personnel to perform the Services shall be at the reasonable discretion of the party providing the Service.
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs, ASI agrees to provide to Logility, or to procure for the provision to Logility, and Logility agrees to purchase from ASI, the services described in Schedules I, II, and III (the "Services"). Unless otherwise specifically agreed by ASI and Logility, the Services to be provided or procured by ASI hereunder shall be substantially similar in scope, quality, and nature to those provided to, or procured on behalf of, Logility prior to the Closing Date.
(b) It is understood that (i) the Services to be provided to Logility under this Agreement will, at Logility's request, be provided to Subsidiaries of Logility, and (ii) ASI may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to Services provided to, or procured on behalf of, any Subsidiary of Logility, Logility agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services.
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below:
(i) TMP agrees to provide to HHGI, or procure the provision to HHGI of, and HHGI agrees to purchase from TMP, the TMP Services; and
(ii) HHGI agrees to provide to TMP, or procure the provision to TMP of, and TMP agrees to purchase from HHGI, the HHGI Services.
(b) Unless otherwise specifically agreed by TMP and HHGI, the TMP Services to be provided or procured by TMP hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, HHGI prior to the Distribution Date, and the HHGI Services to be provided or procured by HHGI hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, TMP prior to the Distribution Date.
(c) It is understood that:
(i) TMP Services to be provided to HHGI under this Agreement shall, at HHGI's request, be provided to Subsidiaries of HHGI, and TMP may satisfy its obligation to provide or procure TMP Services hereunder by causing one or more of its Subsidiaries to provide or procure such TMP Services;
(ii) HHGI Services to be provided to TMP under this Agreement shall, at TMP's request, be provided to Subsidiaries of TMP, and HHGI may satisfy its obligation to provide or procure HHGI Services hereunder by causing one or more of its Subsidiaries to provide or procure such HHGI Services;
(iii) with respect to TMP Services provided to, or procured on behalf of, any Subsidiary of HHGI, HHGI agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such TMP Services pursuant to this Agreement; and
(iv) with respect to HHGI Services provided to, or procured on behalf of, any Subsidiary of TMP, TMP agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such HHGI Services pursuant to this Agreement.
Purchase and Sale of Services. Section 2.01.
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement, Limited Brands agrees to provide to the Company, or procure the provision to the Company of, and the Company agrees to purchase from Limited Brands, the Services.
(b) Notwithstanding anything herein to the contrary, (1) the Services to be provided to the Company under this Agreement shall, at the Company’s request, be provided to each Subsidiary of the Company which is directly involved in the operation of Express stores, and (2) Limited Brands shall have the right, in its sole and absolute discretion, to satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries (directly or through one or more Subcontractors as set forth in Section 3.02) to provide or procure such Services in the manner set forth on the Schedules, (3) in no event shall Limited Brands be required to provide the Company with any Service for any fiscal year at volumes or levels more than 110% of the volumes or levels provided to the Company in the immediately preceding fiscal year with respect to such Service and (4) with respect to all Services, except as otherwise expressly provided herein, Limited Brands will only make recommendations regarding such Services and the Company shall have the sole responsibility to make and will make all final decisions and determinations regarding the same. With respect to Services provided to, or procured on behalf of, any Subsidiary of the Company, the Company agrees to pay or to cause such Subsidiary to pay all amounts payable by or in respect of such Services pursuant to this Agreement.
(c) Notwithstanding anything in this Agreement to the contrary, Limited Brands shall not be obligated to provide any Service hereunder where the consent of a third party is reasonably required for the provision of such Service. Limited Brands and the Company each shall use its reasonable commercial efforts to cooperate in obtaining any such consent (the terms of which shall not impose any obligations or conditions on Limited Brands) and the Company shall bear any and all out-of-pocket costs incurred in connection with the obtaining of such consent.
