Retained Services. The Parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement, continue to provide on its own behalf (i) those administrative services described in Schedule B, (ii) those administrative services that the Company is required by Applicable Law to perform without the Administrator or a third party acting on its behalf and (iii) the preparation of accounting reports, tax returns, guaranty fund reports, and other reports and certifications contemplated in Articles XI and XII, in each instance, where applicable, based on information with respect to the LBL Contracts and Vermont Captive Contracts provided by the Administrator as contemplated therein (collectively, the "Retained Services"), in each case, (i) in accordance with the applicable terms of this Agreement, (ii) in compliance with Applicable Law, (iii) in a professional, competent and workmanlike manner, with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances, and (iv) at a level no lower than the service standards applied by the Company to other comparable insurance business administered by the Company for its own account. The Administrator shall have no obligation to provide such Retained Services but shall provide assistance with respect to the Administered Business reasonably requested by the Company in connection therewith in a timely manner to enable the Company to perform such Retained Services. The Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, Retained Services hereunder to the extent the performance of such Retained Services is reasonably dependent upon Administrative Services or the performance by the Administrator or its Affiliates of their obligations under the Transaction Agreements that have not been performed. The Administrator shall promptly reimburse the Company for any documented and reasonable out-of-pocket costs or expenses incurred by it in the performance of the Retained Services to the extent (a) such Retained Services (1) relate solely to the Administered Business but not the Company Business, (2) do not constitute entity-level services required to be performed by or on behalf of the Company and (3) are not in the ordinary course of business of the Company, and (b) such out-of-pocket costs and expenses in aggregate exceed ...
Retained Services. Client will retain responsibility for all tasks and activities as set forth in the Agreement and Schedule A to this Service Agreement.
Retained Services. The Parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement, continue to provide on its own behalf (i) those administrative services that the Company is required by applicable Law to perform without the Administrator or a third party acting on its behalf and (ii) the preparation of accounting reports, Tax Returns, guaranty fund reports, and other reports and certifications contemplated in Articles XI and XII, in each instance, where applicable, based on information with respect to the Reinsured Contracts provided by the Administrator as contemplated therein (collectively, the “Retained Services”), in each case, (w) in accordance with the applicable terms of this Agreement, (x) in compliance with applicable Law, (y) in a professional, competent and workmanlike manner, with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances, and (z) at a level no lower than the service standards applied by the Company to other comparable insurance business administered by the Company for its own account. The Administrator shall have no obligation to provide such Retained Services but shall provide assistance with respect to the Administered Business reasonably requested by the Company in connection therewith in a timely manner to enable the Company to perform such Retained Services. The Administrator shall promptly reimburse the Company for any documented and reasonable out-of-pocket costs or expenses incurred by it in the performance of the Retained Services.
Retained Services. 5.1 The Retained Services shall commence on the commencement date outlined in the Quotation and/or retainer agreement. With effect from the commencement date we shall, in consideration of the fees being paid in accordance with the terms of payment herein, provide the Services to the Client as described within our Quotation and/or retainer agreement.
5.2 Notwithstanding clause 5.1 above, we shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, to meet the changing needs of the Client or which do not materially affect the nature or quality of the Services, and we shall notify the Client in any such event.
5.3 Should the Client fail to use all of the hours for which we are contracted, they may carry these over at our sole discretion.
5.4 Payment shall be due monthly, within 14 days from the date of invoice.
5.5 The rescheduling of any Retained meetings shall be subject to clause 11.3 below.
5.6 The Agreement can be terminated in accordance with clause 12 below.
Retained Services. Client will retain responsibility for all tasks and activities as set forth in the Agreement and Schedule A to this Service Agreement.
D. [***]* Software
(i) As of the Service Agreement Effective Date Client Group uses [***]* Software to facilitate its [***]* requirements,
(ii) As part of the Services described in Schedule A to Service Agreement Number 1 Service Provider will support Client Group’s use of the [***]* Software, and
(iii) In the event that Service Provider wishes Client Group to use their similar software product, Service Provider has an obligation to prove to Client that the Service Provider software product has equivalent functionality and capacity and will meet Client Group’s needs, and in that event, through Change Control, Client may move to the Service Provider software product on terms and conditions set out in the Change Order.
Retained Services. Cord Partners agrees to compensate Gecko Media for services listed hereunder, in accordance with the following schedule: April 1, 2006 through Termination of Agreement: $10,000.00 per calendar month
Retained Services. Cord Partners agrees to compensate Gecko Media for services listed hereunder, in accordance with the following schedule: March '04 - $5,000.00 per calendar month April '04 - $5,000.00 per calendar month May '04 - $5,000.00 per calendar month June '04 through Termination of Agreement: $10,000.00 per calendar month In the near future, Cord Partners intends to complete a transaction pursuant to which all of the issued and outstanding shares of common stock of Cord Partners will be acquired and thereafter owned by another corporation (the "Holding Company"). If such transaction is completed, then Cord Partners will cause the Holding Company to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $0.25 per share in year one and to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $1.00 per share in year two to Gecko Media.
Retained Services. During the Term (as defined below), Consultant will provide the Company the consulting services set forth in this Section 1 (collectively, the “Services”). More specifically, Consultant agrees to use reasonable efforts to (1) provide an efficient transition of the Company’s business following the Acquisition, and (2) ensure continuity of personnel and the business enterprise, including by, to the extent reasonably requested by the Company from time to time: (i) providing bid and proposal support, transfer of knowledge of corporate infrastructure, general knowledge transfer, transition of customer relationships, and like support activities; (ii) providing advice and guidance in order to ensure continuity of current operations; (iii) providing the Services with all due care, skill and ability and using his reasonable efforts to promote the interests of the Company;
Retained Services. NHS England shall retain the function of commissioning the Specialised Services that are not Delegated Services and as more particularly set out by NHS England and made available from time to time.
