Support Services; Names Clause Samples

Support Services; Names. (a) Purchaser acknowledges that, prior to the Closing, the Company or its Subsidiaries received from Seller or its Affiliates certain corporate and other services and support, including general and administrative services, audit services, legal services, human resources services, tax services, finance services, cash management services, information technology services and support and insurance and facilities-related support (collectively, the “Support Services”). Purchaser acknowledges that, except as expressly provided in this Agreement or the Transition Services Agreement, the Support Services cease as of the Closing and all agreements and arrangements in respect thereof terminate as of the Closing, with no further obligation of any party thereto. (b) No later than twenty (20) days following the Closing Date, Purchaser shall cause the Company and its Subsidiaries to change their names and cause the articles of organization (or equivalent organizational document), as applicable, to be amended to remove any reference to “TECO” or any other name, Trademark or service ▇▇▇▇ used by Seller or any of its Affiliates that is set forth on Section 5.10(b) of the Seller Disclosure Schedule. Following the Closing Date, Purchaser shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to, as soon as practicable, but in no event later than 120 days following the Closing Date, cease to (i) make any use of any names, Trademarks, or service marks that include (A) the terms “TECO” or any other name, Trademark, or service ▇▇▇▇ used by Seller or any of its Affiliates as set forth on Section 5.10(b) of the Seller Disclosure Schedule, or (B) any names, Trademarks, or service marks containing or comprising the foregoing, including any names, Trademarks, or service marks confusingly similar thereto or dilutive thereof (collectively, the “Marks”), and (ii) hold themselves out as having any affiliation with Seller or any of its Affiliates. In furtherance thereof, as soon as practicable but in no event later than 120 days following the Closing Date, Purchaser shall, and shall cause its Affiliates (including the Company and its Subsidiaries) to, remove, strike over or otherwise obliterate all Marks from all assets and other materials, including any business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems. Any use by Purchaser or its...
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Related to Support Services; Names

  • Support Services Rehabilitation, counselling and EAP’s. Support is strictly non- punitive, and can be accessed at anytime (self-identification of the need for help is strongly encouraged).

  • Technical Support Services 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • Maintenance and Support Services If this Agreement is for IT goods or services, this section applies: Unless otherwise specified in this Agreement: The Contractor shall promptly provide the Court with all Upgrades, including without limitation: (i) all Upgrades generally made available by Contractor to its other customers; (ii) Upgrades as necessary so that the Work complies with the Specifications and Applicable Law (including changes in Applicable Law); (iii) Upgrades as necessary so that the Work operates under new versions or releases of the Court’s operating system or database platform; and (iv) all on-site services necessary for installation of Upgrades. Without limiting any other obligation of Contractor under this Agreement, Contractor represents and warrants that it will maintain services, equipment, software or any other part of the Work so that they operate in accordance with their Specifications and Documentation; and The Contractor shall respond to the Court within four (4) hours after the Court reports a Technical Support Incident (such hours all occurring during Standard M&S Hours) to Contractor. DELIVERY, ACCEPTANCE, AND PAYMENT Delivery. Contractor shall deliver to the Court the Deliverables in accordance with this Agreement, including the Statement of Work. Unless otherwise specified by this Agreement, Contractor will deliver all goods purchased by the Court “Free on Board Destination Freight Prepaid” to the Court at the address and location specified by the Court. Title to all goods purchased by the Court vests in the Court upon payment of the applicable purchase price. Contractor will bear the risk of loss for any Work being delivered until received by the Court at the proper location. All shipments by Contractor or its Subcontractors must include packing sheets identifying: this Agreement number, the Court’s purchase order number, item number, quantity and unit of measure, part number and description of the goods shipped, and appropriate evidence of inspection, if required. Goods for different Agreements shall be listed on separate packing sheets.

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; · OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

  • STUDENT SUPPORT SERVICES The Parties will identify and collaborate on measures to assist those students who may not be performing satisfactorily to succeed. The School will seek guidance from the College designee(s) in the areas of test preparation, tutoring, College Connection services, academic advising, and the development of an integrated support system for Students across the two institutions. Students will have access to the same or similar tutoring and other academic support as provided for other students in the School District, School and College. To promote academic success, the Parties will provide academic support services as may be needed. The School counselor and its designee will work to ensure Students receive pertinent information regarding higher education, financial assistance, and assistance waivers for tuition and fees. As needed, each Party will assist families as they complete initial application and admission requirements per the respective organizations’ processes. The School District will be responsible for non-academic counseling services and the College is authorized, but not required, to provide emergency counseling intervention services. See section 4 – Disability Support Services.