SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION Sample Clauses

SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION. (a) In accordance with the terms and provisions of this Agreement, Brooktrout agrees to perform for Interspeed the services described in Schedules A through K hereto (collectively, the "Services") in the amounts and to the extent specified with respect to each such Service in the applicable Schedule. Brooktrout shall have no obligation to provide any Services requiring any change or addition to their hardware, software, systems, training or personnel requirements other than those necessary prior to the Closing Date, and as outlined in this agreement for the transition period.
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SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION. (a) In accordance with the terms and provisions of this Agreement, Seller agrees to perform (or to cause its affiliates to perform) the services described in Schedule A hereto (collectively, the "Services") for the time period and to -------- the extent specified with respect to each such Service in Schedule A.
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SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION. (a) In accordance with the terms and provisions of this Agreement, Agere agrees to perform for Buyer the services described in the Schedules attached hereto (collectively, the “Services”) for the time period and to the extent specified with respect to each such Service in the applicable Schedule. At its option, Agere may cause any Service it is required to provide hereunder to be provided by one of its Affiliates or by any other Person that is providing, or may from time to time provide, the same or similar services for Agere. Agere shall remain responsible, in accordance with the terms of this Agreement, for the performance of any Service it causes to be so provided.
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SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION. (a) In accordance with the terms and provisions of this Agreement, Seller agrees to perform (or to cause its affiliates to perform) for Buyer the services described in SCHEDULES A1 THRU A2 hereto (collectively, the "Seller Services") for the time period and to the extent specified with respect to each such Seller Service in the applicable Schedule.
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SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION 
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Related to SERVICES TO BE PERFORMED; TERM; PERFORMANCE AND COOPERATION

  • Services to be Performed Subject always to the supervision of Manager and the Trust’s Board of Trustees (the “Board”), Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of each Fund’s investment portfolio allocated by Manager to Sub-Adviser. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Trust, will monitor each Fund’s investments, and will comply with the provisions of the Trust’s Declaration of Trust and By-laws, each as amended from time to time (the “Trust Documents”), and the stated investment objectives, policies and restrictions of each Fund. Manager will provide Sub-Adviser with current copies of the Trust Documents, each Fund’s prospectus and Statement of Additional Information and any amendments thereto, and any objectives, policies or restrictions not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of each Fund and to consult with each other regarding the investment affairs of each Fund. Sub-Adviser will report to Manager and the Board with respect to the implementation of its investment program for each Fund. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for each Fund, and is directed to use its best efforts to obtain best execution, which includes most favorable net results and execution of each Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. It is understood that Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Trust or the Funds, or be in breach of any obligation owing to the Trust or the Funds under this Agreement, or otherwise, solely by reason of its having caused a Fund to pay a member of a securities exchange, a broker or a dealer a commission for effecting a securities transaction for a Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or Sub-Adviser’s overall responsibilities with respect to its accounts, including the Funds, as to which it exercises investment discretion. In addition, if in the judgment of Sub-Adviser, a Fund would be benefited by supplemental services, Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions which another broker or dealer may charge for the same transaction, provided that Sub-Adviser determines in good faith that the commission or spread paid is reasonable in relation to the services provided. Sub-Adviser will properly communicate to the officers and trustees of the Trust such information relating to transactions for each Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Manager, Sub-Adviser or any affiliated person of the Trust, Manager or Sub-Adviser, except as may be permitted under the 1940 Act, and under no circumstances will Sub-Adviser select brokers or dealers for Fund transactions on the basis of Fund share sales by such brokers or dealers. Sub-Adviser further agrees that it:

  • Performance and Compliance Purchaser shall have performed all of the covenants and complied, in all material respects, with all the provisions required by this Agreement to be performed or complied with by it on or before the Closing.

  • 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.

  • Services and Compensation Consultant agrees to perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Performance of Services The Executive’s employment with the Company shall be subject to the following:

  • Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Consulting Services During the term of this Agreement, the Consultant shall provide consulting services and assistance with respect to the construction of the senior housing facility owned and/or operated by the Company.

  • Loyal and Conscientious Performance Consultant agrees that to the best of his ability and experience he will at all times loyally and conscientiously perform all of the obligations required of him either expressly or implicitly by the terms of this Agreement.

  • Procedures to be Performed i. Confirm the following sections are present on the contract and filled out:

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