Services Received. RemainCo hereby acknowledges and agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII and the other provisions hereof, including the limitation of remedies available to RemainCo that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain limited circumstances, the right to terminate such Service;
(b) the Services are being provided solely to facilitate the transition of RemainCo as a separate company as a result of the Distribution, and SpinCo and its Affiliates do not provide any such Services to non-Affiliates;
(c) it is not the intent of SpinCo and the other members of the SpinCo Group to render, nor of RemainCo and the other members of the RemainCo Group to receive from SpinCo and the other members of the SpinCo Group, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment or other business and financial matters, or technical advice, whether with regard to information technology or other matters; RemainCo shall not rely on, or construe, any Service rendered by or on behalf of SpinCo as such professional advice or opinions or technical advice; and RemainCo shall seek all third-party professional advice and opinions or technical advice as it may desire or need, and in any event RemainCo shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII;
(d) with respect to any software or documentation within the Services, RemainCo shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and
(e) a material inducement to SpinCo’s agreement to provide the Services is the limitation of liability and the release provided by RemainCo in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN, REMAINCO SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD SPINCO, ANY MEMBER OF THE SPINCO GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL AS INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARISING ...
Services Received. Customer will receive the following key services in each phase of work defined above. A detailed listing of mutual responsibilities and accountabilities will be agreed by CSG and Customer in a separate Statement of Work prior to commencing any programmatic conversion.
Services Received. The Service Recipient hereby acknowledges and agrees that:
(a) the Service Provider’s liabilities with respect to the Services to be provided hereunder are subject to and limited by the provisions of Section 2.7, Article VII and the other provisions hereof, including the limitation of remedies available to the Service Recipient that restricts available remedies resulting from a Service not provided in accordance with the terms hereof to non-payment and, in certain circumstances, the right to terminate this Agreement;
(b) the Services are being provided solely to facilitate the transition of each of ConocoPhillips and Xxxxxxxx 66 as separate companies as a result of the Distribution;
(c) the Service Recipient shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.7 and Article VII and this Article VIII;
(d) with respect to any software or documentation within the Services, the Service Recipient shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and
(e) a material inducement to the Service Provider’s agreement to provide the Services is the limitation of liability and the release provided by the Service Recipient in this Agreement. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH IN SECTION 2.7, THE SERVICE RECIPIENT SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY AND HOLD THE SERVICE PROVIDER, THE OTHER MEMBERS OF THE SERVICE PROVIDER GROUP AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (ALL INDEMNIFIED PARTIES) FREE AND HARMLESS FROM AND AGAINST ALL CLAIMS OF THE SERVICE RECIPIENT AND THE OTHER MEMBERS OF THE SERVICE RECIPIENT GROUP AND OF THIRD PARTIES RESULTING FROM, ARISING OUT OF OR RELATED TO THE SERVICES PROVIDED BY ANY MEMBER OF THE SERVICE PROVIDER GROUP TO ANY MEMBER OF THE SERVICE RECIPIENT GROUP, HOWSOEVER ARISING AND WHETHER OR NOT CAUSED BY THE NEGLIGENCE OR GROSS NEGLIGENCE OF THE SERVICE PROVIDER, ANY MEMBER OF THE SERVICE PROVIDER GROUP OR ANY THIRD PARTY PROVIDER, OTHER THAN THOSE LOSSES CAUSED BY THE WILLFUL MISCONDUCT OF THE INDEMNIFIED PARTY.
Services Received. Consultancy services will only be engaged where there is a clear advantage to Connected Learning and the service received outweighs the cost of the consultant being appointed. All consultancy services provided to the MAT must be agreed prior to delivery with the consultant and scrutiny of the fees or charges agreed by the Board of Trustees prior to formal engagement. A clear process of evaluation should be agreed at the onset of the consultancy which should state the intended outcomes and impact on the MAT. If the consultant does not provide a brief or agreement to negotiate with, the pro-forma attached to this policy should be used and adapted to need.
Services Received. TODCO hereby acknowledges and ------------------ agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5 -
Services Received. Lone Pine hereby acknowledges and agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5, Article VII, and the other provisions hereof, including, without limitation, the limitation of remedies available to Lone Pine which restricts available remedies resulting from a Service not provided in accordance with the terms hereof to either non-payment or reperformance of such defective Service and, in certain limited circumstances, the right to terminate this Agreement;
(b) the Services are being provided solely to facilitate the transition of Lone Pine to a separate company as a result of the IPO, and Forest and its Affiliates do not provide any such Services to non-Affiliates;
(c) it is not the intent of Forest to render, nor of the Lone Pine Entities to receive from Forest, professional advice or opinions, whether with regard to tax, legal, treasury, finance, employment, or other business and financial matters, or technical advice, whether with regard to information technology or other matters; Lone Pine shall not rely on, or construe, any Service rendered by or on behalf of Forest as such professional advice or opinions or technical advice; and Lone Pine shall seek all third party professional advice and opinions or technical advice as it may desire or need, and in any event Lone Pine shall be responsible for and assume all risks associated with the Services, except to the limited extent set forth in Section 2.5 and Article VII;
(d) with respect to any software or documentation within the Services, Lone Pine shall use such software and documentation internally and for their intended purpose only, shall not distribute, publish, transfer, sublicense, or in any manner make such software or documentation available to other organizations or persons, and shall not act as a service bureau or consultant in connection with such software; and
(e) a material inducement to Forest’s agreement to provide the Services is the limitation of liability set forth herein and the release. ACCORDINGLY, EXCEPT WITH REGARD TO THE LIMITED REMEDIES EXPRESSLY SET FORTH HEREIN AND THE INDEMNITIES SET FORTH IN SECTION 8.1 AND SECTION 8.2 HEREOF, LONE PINE SHALL ASSUME ALL LIABILITY FOR AND SHALL FURTHER RELEASE, DEFEND, INDEMNIFY, AND HOLD FOREST, ANY AFFILIATE OF FOREST, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS (ALL AS INDEMNIFIED PARTIES), FREE AND HARMLESS FROM AND AGAINST ALL LOSSES RESULTING FROM, ARI...
Services Received. HESI hereby acknowledges and agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5—
Services Received. 3.5.2.3.1. Number of times team meets with participants-categorized by type: case management, peer counseling, brief outreach;
3.5.2.3.2. Number of referrals to services-categorized by type: mental health, substance use disorder, medical, housing, insurance, benefits, food/shelter, employment, etc.;
3.5.2.3.3. Number of connections to services-categorized by type: mental health, substance use disorder, medical, housing, insurance, benefits, food/shelter, employment, etc.
Services Received. The Company hereby acknowledges and agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 1.5 —
Services Received. KBR hereby acknowledges and agrees that:
(a) the Services to be provided hereunder are subject to and limited by the provisions of Section 2.5 -
