Shared Services Agreements Sample Clauses

Shared Services Agreements the shared services agreements to be entered into prior to the Effective Time between RemainCo and SpinCo or their respective Subsidiaries providing for the provision of specified services on a long-term basis. SpinCo: as defined in the preamble of this Agreement, including its successors and permitted assigns. SpinCo Business: all business and operations (including related joint ventures and alliances) of any member of the SpinCo Group at any time after the Distribution. SpinCo Common Stock: as defined in the preamble to this Agreement.
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Shared Services Agreements. At the Closing and at the -------------------------- direction of CSI, each of the Newcos will enter into a Shared Services Agreement (collectively the "Shared Services --------------- Agreements") with respect to certain corporate, human ---------- resource, information technology, accounting, and other services that have been provided by CSI to the Newcos or their predecessor divisions of CSI since March 1, 2000, and that will continue to be provided by CSI to the Newcos on an interim basis, after the Transformation Date. Each Shared Services Agreement will provide for service charges for such services. Each Shared Services Agreement will also permit CSI to engage subcontractors, including the Newcos, to perform all or any portion of the services described therein. The applicable Newco or Newcos will enter into agreements with CSI with respect to the provision of certain of such services by such Newco(s). The Shared Services Agreements, subject to certain limitations, will also allow CSI and the Newcos to adjust from time to time the nature and level of services to be provided thereunder.
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Shared Services Agreements. Shared Services Agreements" shall mean those certain contracts and agreements as set forth in Exhibit B, by and between NCNG and Seller.
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Shared Services Agreements. 7 1.74. State Income Taxes..................................................7 1.75. Subsidiaries........................................................7 1.76. Tax Returns.........................................................7 1.77. Taxes...............................................................7 1.78. Transition Services Agreement.......................................7 1.79. WARN Act............................................................7 1.80. Welfare Plans.......................................................7 1.81. Working Capital.....................................................7 (ii)
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Shared Services Agreements. The Shared Services Agreements, as amended, shall be assumed by order of the Bankruptcy Court and shall terminate on the Effective Date in accordance with the terms of the Shared Services Agreements.
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Shared Services Agreements. The Employees, premises, facilities or services set out in the Shared Services Agreement, as set out in Schedule 5, shall be provided by the Seller to the Purchaser following the Completion Date. The Employees, premises, facilities or services set out in the Shared Services Agreement, as set out in Schedule 5, shall be provided by the Purchaser to the Seller following the Completion Date. Services in both directions?
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Shared Services Agreements. (referred to in clause 6(a)); and (i) (iii) Service level Agreements referred to in clause 21.
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Shared Services Agreements. The Shared Services Agreements will govern Entergy’s, EquaGen’s, and Enexus’s respective (and their respective Groups’) rights, responsibilities and obligations after the Distribution relating to, arising out of, or resulting from the provision of services and the other contractual obligations contained in each Shared Service Agreement. Except as expressly set forth in this Agreement or any other Ancillary Agreement, all matters relating to the above in connection with the transactions contemplated by this Agreement shall be governed exclusively by the respective Shared Services Agreement.
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Shared Services Agreements. (a) In consideration for the releases provided to the FE Non-Debtor Parties, as described in Sections 6.1 and 6.3 of this Agreement, FESC, FES and FENOC shall enter into the Amended SSA on the Settlement Effective Date. (b) The term of the Amended SSA shall commence and be effective upon Settlement Effective Date and shall terminate on the Amended SSA Termination Date. During the term of the Amended SSA, the calculation metrics under the Amended SSA shall be the same calculations that were utilized by FESC in March 2018. (c) The Amended SSA will provide that the Debtors may reduce the amount of services provided by FESC under the Amended SSA only upon FESC's receipt of a Notice of Reduction not less than ninety (90) days' prior to the effective date of such reduction. Any reduction of services shall only reduce services by Functional Group as mutually agreed upon in the Amended SSA. The Amended SSA shall provide that the reduction in cost related to the reduction of such services shall not exceed what would have otherwise been calculated for that function utilizing the March 2018 calculation methodology. The Debtors must wait at least 30 days following FESC's receipt of a Notice of Reduction before sending FESC any subsequent Notice of Reduction. (d) FESC shall provide the Debtors with a credit in the amount of up to $112.5 million for any amounts due under monthly invoices, which invoices shall be generated in accordance with historical practices pursuant to the Shared Services Agreements and the Amended SSA, as applicable, for monthly periods from the Petition Date through December 31, 2018. Consistent with historical practices, the Parties agree that gross amounts owed by both the Debtors and FESC under the Shared Services Agreement and Amended SSA shall be netted when generating the monthly invoices. FESC shall continue providing monthly invoices under the Amended SSA in compliance with historical practice. (e) On the Plan Effective Date, FESC shall waive any amount owed by the Debtors for amounts due under monthly invoices, which invoices shall be generated in accordance with historical practice pursuant to the Shared Services Agreements for monthly periods through the Petition Date. Consistent with historical practices, the Parties agree that gross amounts owed by both the Debtors and FESC under the Shared Services Agreement and Amended SSA shall be netted when generating the monthly invoices. All other payments under the Amended SSA shall be made in...
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Related to Shared Services Agreements

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Shared Services CUPE agrees to adopt a shared services model that will allow other Trusts to join the shared services model. The shared services office of the Trust is responsible for the services to support the administration of benefits for the members, and to assist in the delivery of benefits on a sustainable, efficient and cost effective basis recognizing the value of benefits to the members.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Required Services Consultant agrees to perform the services, and deliver to City the “Deliverables” (if any) described in the attached Exhibit A, incorporated into the Agreement by this reference, within the time frames set forth therein, time being of the essence for this Agreement. The services and/or Deliverables described in Exhibit A shall be referred to herein as the “Required Services.”

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

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