Service Provider Cooperation Sample Clauses

Service Provider Cooperation. Service Provider shall perform the Services in a manner that shall not (i) disrupt or have an unnecessary adverse impact on the activities or operations of DIR, the DIR Customers, or a DIR Contractor, (ii) degrade the Services then being received by DIR or the DIR Customers, or (iii) disrupt or interfere with the ability of DIR or the DIR Customers to obtain the full benefit of the Services. Service Provider acknowledges that its provision of the Services shall require significant cooperation with third parties, and Service Provider shall fully cooperate and work in good faith with third parties as described in this Agreement and to the extent otherwise requested by DIR. Such cooperation shall include providing (i) access to Service Provider Facilities (as necessary for the third parties to perform their work), (ii) access to Service Provider owned or leased Equipment and Service Provider owned or licensed Software (to the extent permitted under any underlying agreements with third parties), and (iii) such information regarding the operating environment, System constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for the third parties to perform their work. DIR and DIR Customer personnel and DIR Contractors shall comply with Service Provider's reasonable security and confidentiality requirements and shall, to the extent performing work on Software, Equipment or Systems for which Service Provider has operational responsibility, comply with Service Provider's reasonable standards, methodologies, and procedures as communicated in writing to such third parties by Service Provider.
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Service Provider Cooperation. Upon reasonable notice to Service Provider and, with respect to each of the Services, prior to the applicable Service Termination Date and as set forth in Section 7.3, Service Provider shall provide Spinco with reasonable access (during normal business hours) to Service Provider’s personnel and facilities for the purpose of providing reasonable information and consultation with respect to such Services.
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Service Provider Cooperation. Service Provider shall perform the Services in a manner that shall not materially (i) disrupt or have an unnecessary adverse impact on the activities or operations of TxDOT or a TxDOT Contractor, (ii) degrade the Services then being received by TxDOT, or (iii) disrupt or interfere with the ability of TxDOT to obtain the full benefit of the Services. Service Provider acknowledges that its provision of the Services shall require significant cooperation with third parties, and Service Provider shall fully cooperate and work in good faith with such third parties as described in this Agreement and to the extent otherwise requested by TxDOT. Such cooperation shall include providing (i) access to Service Provider Sites (as necessary for the third parties to perform their work), (ii) access to Service Provider owned or leased Equipment and Service Provider owned or licensed Software (to the extent permitted under any underlying agreements with third parties), and (iii) such information regarding the operating environment, System constraints and other operating parameters as a person with reasonable commercial skills and expertise would find reasonably necessary for the third parties to perform their work. TxDOT and TxDOT Contractors shall comply with Service Provider's reasonable security and confidentiality requirements and shall, to the extent performing work on Software, Equipment or Systems for which Service Provider has operational responsibility, comply with Service Provider's reasonable standards, methodologies, and procedures as communicated in writing to such third parties by Service Provider.
Sample 1
Service Provider Cooperation. It shall be the responsibility of the Customer to obtain and maintain the agreement of all applicable local exchange carriers, competitive local exchange carriers and other telecommunication service providers (including, without limitation, wireless and VoIP service providers) operating in Customer’s region that (a) their networks and services are capable of originating an E9-1-1 call to the VoIP gateways to be provided by Contractor at the ECDCs without charge to the calling station; (b) their networks and services xxxxx X0-0-0 calls to the VoIP gateways to be provided by Contractor at the ECDCs; (c) their networks and services xxxxx X0-0-0 calls in a balanced manner to the VoIP gateways to be provided by Contractor at the ECDCs so as not to overload any one trunk coming into such VoIP gateways (for purposes of certain clarity, this means, without limitation, that, at a minimum, trunk sizing configuration from service provider end office origination points should be engineered to a P.01 grade of service into the ECDC gateway facilities); and (d) they will cooperate with Contractor as necessary (including, without limitation, as applicable, (i) providing appropriate trunking from their networks to the VoIP gateways to be provided by Contractor at the ECDCs and (ii) timely delivering any other necessary information to Contractor about their networks or otherwise in order to enable Contractor to fulfill its obligations in implementing and maintaining the System for the Customer in accordance with the terms of the Contract. For purposes of and during installation of the System, Contractor will provide technical configuration and provisioning information reasonably detailed for the Customer to deliver to the telecommunication service providers for them to establish the necessary telecommunications infrastructure and to otherwise provide such other information and cooperation as may be necessary. In addition, Contractor agrees to be available to reasonably support and assist the Customer with managing and coordinating the telecommunication service providers (subject to the Customer providing any signed letter of agency or other form of written authorization that may be necessary for Contractor to work with the telecommunications service providers on behalf of the Customer). If necessary, it shall be the responsibility of the Customer to pursue any legal action before the Public Service Board or other applicable forum necessary to secure any of the foregoing com...
Sample 1

Related to Service Provider Cooperation

  • The Service Provider upon receipt of a notice contemplated under clause 19.1 shall discontinue the supply of all services or goods under this Agreement, to the extent specified, and on the date specified in the notice.

  • Third Party Service Providers Unless otherwise prohibited by Apple in the Documentation or this Agreement, You are permitted to employ or retain a third party (“Service Provider”) to assist You in using the Apple Software and Services provided pursuant to this Agreement, including, but not limited to, engaging any such Service Provider to maintain and administer Your Applications’ servers on Your behalf, provided that any such Service Provider’s use of the Apple Software and Services or any materials associated therewith is done solely on Your behalf and only in accordance with these terms. Notwithstanding the foregoing, You may not use a Service Provider to submit an Application to the App Store or use TestFlight on Your behalf. You agree to have a binding written agreement with Your Service Provider with terms at least as restrictive and protective of Apple as those set forth herein. Any actions undertaken by any such Service Provider in relation to Your Applications or use of the Apple Software or Apple Services and/or arising out of this Agreement shall be deemed to have been taken by You, and You (in addition to the Service Provider) shall be responsible to Apple for all such actions (or any inactions). In the event of any actions or inactions by the Service Provider that would constitute a violation of this Agreement or otherwise cause any harm, Apple reserves the right to require You to cease using such Service Provider.

  • DEPENDENT PERSONAL SERVICES 1. Subject to the provisions of Articles 16, 18 and 19, salaries, wages and other similar remuneration derived by a resident of a Contracting State in respect of an employment shall be taxable only in that State unless the employment is exercised in the other Contracting State. If the employment is so exercised, such remuneration as is derived therefrom may be taxed in that other State. 2. Notwithstanding the provisions of paragraph 1, remuneration derived by a resident of a Contracting State in respect of an employment exercised in the other Contracting State shall be taxable only in the first-mentioned State if: a) the recipient is present in the other State for a period or periods not exceeding in the aggregate 183 days in any twelve-month period commencing or ending in the tax year concerned, and b) the remuneration is paid by, or on behalf of, an employer who is not a resident of the other State, and c) the remuneration is not borne by a permanent establishment or a fixed base which the employer has in the other State. 3. Notwithstanding the preceding provisions of this Article, remuneration derived in respect of an employment exercised aboard a ship or aircraft operated in international traffic by a resident of a Contracting State, may be taxed in that State.

  • Provider Services Charges for the following Services when ordered by a Physician for the treatment of an Injury or Illness.

  • SERVICE PROVIDER’S PERSONNEL 10.1 The Service Provider’s Personnel shall be regarded at all times as employees, agents or Subcontractors of the Service Provider and no relationship of employer and employee shall arise between Transnet and any Service Provider Personnel under any circumstances regardless of the degree of supervision that may be exercised over the Personnel by Transnet. 10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any other country in which the Services are to be performed. 10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made known to the Service Provider by Transnet concerning conduct at any Transnet premises or any other premises upon which the Services are to be performed [including but not limited to security regulations, policy standards and codes of practice and health and safety requirements]. The Service Provider will ensure that such Personnel at all times act in a lawful and proper manner in accordance with these requirements. 10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or whose presence would be in breach of any rules and regulations governing Transnet's Personnel, provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The reasonable exclusion of any such individual from such premises shall not relieve the Service Provider from the performance of its obligations under this Agreement. 10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its Personnel assigned to perform the Services. If any re-assignment by the Service Provider of those Personnel is necessary, or if Transnet advises that any such Personnel assigned are in any respect unsatisfactory, including where any such Personnel are, or are expected to be or have been absent for any period, then the Service Provider will promptly supply a replacement of equivalent calibre and experience, and any such replacement shall be approved by Transnet prior to commencing provision of the Services, such approval not to be unreasonably withheld or delayed.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • Service Provider A public or private vendor that is funded in whole or in part using grant funds and obligated under the terms of a procurement contract with the Grantee to provide goods and/or services for the operation, management, or administration of juvenile probation services and juvenile justice programs.

  • Data Necessary to Perform Services The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

  • Coordination, Oversight and Monitoring of Service Providers As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

  • Routing for Operator Services and Directory Assistance Traffic For a Verizon Telecommunications Service dial tone line purchased by CBB for resale pursuant to the Resale Attachment, upon request by CBB, Verizon will establish an arrangement that will permit CBB to route the CBB Customer’s calls for operator and directory assistance services to a provider of operator and directory assistance services selected by CBB. Verizon will provide this routing arrangement in accordance with, but only to the extent required by, Applicable Law. Verizon will provide this routing arrangement pursuant to an appropriate written request submitted by CBB and a mutually agreed-upon schedule. This routing arrangement will be implemented at CBB's expense, with charges determined on an individual case basis. In addition to charges for initially establishing the routing arrangement, CBB will be responsible for ongoing monthly and/or usage charges for the routing arrangement. CBB shall arrange, at its own expense, the trunking and other facilities required to transport traffic to CBB’s selected provider of operator and directory assistance services.

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