Support Arrangements. The Facility Lessee agrees that, to the extent that the rights described in Section 3.1(n) which have already been made available to the Owner Lessor prior to the expiration or termination of the Facility Lease Term, and any rights assigned pursuant to the last sentence of this Section 5.30, are insufficient to permit on a commercially practicable basis during the period following the expiration or termination of the Facility Lease Term, until the end of the Facility's useful life as set forth in the Closing Appraisal, (i) the location, occupation, interconnection (including with respect to electricity, steam, gas and water), maintenance and repair of the Facility, (ii) the use, operation and possession of the Facility, (iii) the use, operation, possession, maintenance, replacement, renewal and repair of all Improvements then required to be made to the Facility, (iv) adequate ingress to and egress from the Facility in connection with the ownership, use, maintenance or operation of the Facility, (v) adequate transmission of electricity from the Facility to enable such Person to deliver the net electrical and steam output of the Facility on a commercially reasonable basis and (vi) the interest of the Owner Lessor (or any successor) in the Undivided Interest or the Ground Interest, the Facility Lessee will cause Calpine to provide, and Calpine will provide, the Owner Lessor with any additional services relating to the Owner Lessor's Interest and operation of the Facility substantially in the same manner as operated as of the Closing Date (to the extent Calpine or any Affiliate thereof then owns or controls the physical assets and/or contractual rights necessary to provide such services (or can enter into contracts on a commercially reasonable basis for such ownership, control or other rights) and remains in the business of providing such services) necessary to permit the Owner Lessor to use the Facility as described in (i) through (vi) above. Such arrangements will provide for fair market value compensation to Calpine (payable periodically on no more frequently than a monthly and no less frequently than on a quarterly basis) and will terminate upon the expiration or termination of the Facility Site Lease, or earlier at the option of the Owner Lessor. The Facility Lessee shall also, subject to obtaining any required third party consents, assign to the Owner Lessor upon termination of the Facility Lease any support or similar agreements to the extent relating t...
Support Arrangements. In consideration of the prices payable hereunder and other covenants of Motorola herein, Transcrypt agrees to provide Motorola a reasonable level of support services with respect to the repair and sale of the Modules, consulting services and technical advice on field equipment problems. These services shall be provided by Transcrypt at no additional charge. However, if Transcrypt intends to impose a charge for said services, Transcrypt will notify Motorola in writing of the reason for assessing such charges, and the amount thereof [at least sixty (60) days] prior to the effective date of such [charges] services. Such services shall be performed with reasonable notice and upon reasonable request by Motorola and shall be made available at mutually satisfactory times and places.
Support Arrangements. The Scrutiny Support Unit is the primary source of support for, and co-ordination of, the work of the Council’s Scrutiny Boards. In summary, the role of the Scrutiny Support Unit is to: • Provide a research and intelligence function to individual Scrutiny Boards (each of which has been allocated a different area of specialism) • Manage programmes of Inquiries for each of the Scrutiny Boards • Manage the presentation of witnesses, research and reports to Scrutiny Boards and/or carrying out research and reports “in house” as appropriate • Assist Scrutiny Boards to prepare reports of their Inquiries and steering recommendations through the Council’s decision making arrangements • Lead the continuing development of the Overview and Scrutiny function HEALTH SCRUTINY IN LEEDS Overview Health scrutiny in Leeds covers all aspects of health and health related services provided to the population of Leeds; this includes the planning, provision and operation of services2 commissioned and provided by NHS bodies and the local authority in Leeds. The primary aims of the health scrutiny function are to identify whether: • health services reflect the views and aspirations of local communities; • all sections of local communities have equal access to services; • all sections of local communities have an equal chance of a successful outcome from services; and, • any proposals for substantial service changes are reasonable. The Scrutiny Board will not manage the performance of NHS Trusts in the City, or provide another form of inspection. Such functions will be undertaken by other external bodies such as, the Commission for Quality Care, the Strategic Health Authority, the National Institute for Clinical Excellence and the Commission for Health Improvement. However, it should be recognised that performance data will often usefully inform Xxxxxxxx inquiries and support the work of the Scrutiny Board in considering the delivery of the objectives of the Local Area Agreement (LAA). Health Scrutiny will be distinctive in being undertaken by lay, elected representatives and focussed on improving health and well being across Leeds. 2 This includes all internally and externally provided services that contribute to the overall health and well-being of the residents and working population of Leeds The Local Government and Public Involvement in Health Act 2007 gave a duty to all 150 local authorities in England with social services responsibilities, to enable the formation of a Local In...
Support Arrangements. 3.22.1 The Services include support. Refer to clauses 2 and 4 of Attachment 1 for details of the support arrangements that the Contractor must provide.
Support Arrangements. Each of Accuride and Kaiser shall be satisfied that other than those explicitly provided for in this Agreement and the Ancillary Agreements, no additional material support or management agreements covering resources, services, facilities or utilities required for the Company to reasonably function after Closing need to be and have not been provided for.
Support Arrangements. 3.1.1 Depending on the business of the Programme Board, it is anticipated that other stakeholders involved in the delivery of specific City Region Deal Projects would be asked to attend specific Programme Board meetings, for example project specific input will be required for each workstream depending on the agenda of the Programme Board.
3.1.2 Additional support or papers from other services or partners will be provided as and when required and will be co-ordinated by the Programme Manager.
Support Arrangements. 12.1 The Board will receive support to carry out its function via one full time equivalent Board Business Manager, one full time equivalent Board Project Officer and one full time equivalent Professional Support Administrator funded and employed by the Local Authority.
Support Arrangements. Each institution shall provide the doctoral student with an equipped workspace allowing them to access the Internet, various databases and print documents. The student shall also have the opportunity to take part in seminars and may request funding reserved for doctoral students to communicate on their research (assistance with funding for conferences and symposia). All non-French-speaking students will be required to follow at least .…….. hours of French as a foreign language instruction offered by UR’s Maison des Langues (Language Centre). The partner institution shall do its best to provide equivalent training to French-speaking doctoral students during their stay.
Support Arrangements. An O&M Agreement with a third party O&M provider on mutually satisfactory terms, including without limitation, uninterrupted access and operation rights with respect to (i) the assets set forth in Exhibit B to each Facility Lease and (ii) other Transferred Assets (as defined in the Term Sheet attached as Annex I to that certain Implementation Agreement, dated March 29, 2012, between GECC and Xxxxx City (the "Assignment TS") and not including any Excluded Assets (as defined in the Assignment TS). A Transaction Services Agreement. On the Sublease Closing Date, the Sublessee will assume the Sublessor's obligations or will enter into back-to-back agreements with the Sublessor or its Affiliates with respect to the agreements relating to the Facility to which Sublessor or its Affiliates are party on the Sublease Closing Date.10 The parties will in good faith negotiate such agreements and assignments consistent with the Assignment TS but subject to the covenants of the Operative Documents. Provisions of the Assignment TS set forth in the section entitled "Transfer of the Affiliate Assets" are incorporated herein by reference mutatis mutandis.
Support Arrangements. (a) On or prior to the Closing Date (and to the extent necessary after the Closing Date), Purchaser shall use commercially reasonable efforts to (i) obtain releases of Parent and its Affiliates from all obligations under all surety and performance bonds, guarantees and other financial support arrangements (but excluding letters of credit) relating to the Companies that either (A) are set forth in Sections 5.11(a) or 5.11(b) of the Seller Disclosure Schedule or (B) are provided or otherwise become effective after the date of this Agreement and not in contravention of the terms of this Agreement (the “Support Arrangements”). Purchaser shall, with respect to the surety and performance bonds listed in Section 5.11(a) of the Seller Disclosure Schedule, to the extent not replaced on or prior to the Closing Date, (y) deliver to Parent facing or “back-up” surety bonds from a bank or surety company reasonably acceptable to Parent and containing terms and conditions reasonably acceptable to Parent and its bank and/or surety in amounts, form and substance reasonably acceptable to Parent for each such Support Arrangement outstanding on the Closing Date or (z) post cash collateral with the applicable issuer of the security bond in an amount equal to 105% (or such lesser amount in such issuer's sole discretion) of the aggregate amount of the outstanding Support Arrangement.
(b) With respect to the Bahrain Letter of Credit, Parent and its Affiliates shall (i) maintain through the third anniversary of the Closing Date and (ii) be released, and Purchaser and the Companies shall procure such releases, from the Bahrain Letter of Credit no later than the third anniversary of the Closing Date; provided, further, that if a majority of the outstanding equity of U.S. Pipe or all or substantially all of U.S. Pipe's assets are sold, Parent and its Affiliates shall be released, and Purchaser and the Companies shall procure such releases, from the Bahrain Letter of Credit upon the effectiveness of such sale. With respect to the guarantees listed in Section 5.11(b) of the Seller Disclosure Schedule, Parent shall maintain such guarantees through the date which is the earlier of (A) sixty (60) days after the Closing or (B) the date Parent or its Affiliate is released from such guarantee.
(c) Until such time as Parent and its Affiliates are released from all obligations thereunder, Purchaser shall promptly upon notice from Parent reimburse Parent (y) its reasonable out-of-pocket costs as...
