TERM AND PROVISION OF SERVICES Sample Clauses

TERM AND PROVISION OF SERVICES. 2.1 Subject to Section 12, the term of this Agreement shall be for the Transition Period. Subject to Section 12, each Service shall be provided for the period of time following the Distribution that is indicated on the Schedules for such Service and each Additional Service, Omitted Service or Migration Service, if any, shall be provided for the period of time as specified in a supplemental written schedule (i) mutually agreed upon by the Parties acting reasonably and in good faith, in the case of Additional Services or Migration Services, or (ii) subject to prior confirmation in good faith by Service Provider acting reasonably, delivered by Service Recipient, in the case of Omitted Services (each such supplemental written schedule, a “Supplemental Schedule”) setting forth the terms of such Additional Service, Omitted Service or Migration Service to be provided (any such period of time with respect to a Service, an Additional Service, an Omitted Service or a Migration Service, including any extension period agreed to by the Parties pursuant to Section 2.12, a “Term”); provided that in no event shall any Term exceed a period of time of one year or, if extended by Service Recipient pursuant to Section 2.12, up to two years, after the Distribution Date. 2.2 During the Transition Period, but subject to Section 12, the applicable Term and the provisions set forth in this Agreement, Service Provider shall provide to Service Recipient (or cause to be provided by its Affiliates or third parties to Service Recipient) each Service set forth on Schedule I hereto, which Schedule I shall also include the scope of such Service and fees associated with such Service. For the avoidance of doubt, any Supplemental Schedule shall be deemed to be part of Schedule I hereto. 2.3 Except as otherwise expressly provided in the Schedules, Service Provider shall provide each Service to Service Recipient (i) in at least substantially the same manner, scope and nature, at substantially the same level of professionalism, workmanship and quality, with substantially equal priority and substantially equal treatment as such Service was provided, or caused to be provided, by Service Provider or any of its Affiliates to the Spinco Business, in the case of a Transition Service, and to the IP Business, in the case of a Reverse Transition Service, during the Reference Period and (ii) in compliance with all applicable Laws; provided, that, in the case of clause (i) above, for the purposes of deter...
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
TERM AND PROVISION OF SERVICES. 2.1. Subject to Article 12, the term of this Agreement shall be for the Transition Period. Subject to Article 12, the term for each Service specified on Schedule A hereto is 18 months from the Closing and the term for each Service specified on Schedule B or C hereto is 12 months from the Closing. The term for each Additional Service or Specialized Transition-out Service shall be as specified in the written agreement setting forth the terms of such Additional Service or Specialized Transition-Out Service; provided that in no event shall such terms exceed a term of 12 months (or, with respect to Additional Services and Specialized Transition-Out Services relating to Information Technology, 18 months) from the Closing. 2.2. During the Transition Period, but subject to Article 12 and the provisions set forth in this Agreement, the Service Provider shall provide the Services to the Service Recipient. (a) The Service Provider shall provide, or cause to be provided, to the Service Recipient Services that are of substantially the same nature and quality that Seller provided for the Business during the twelve-month period prior to the Closing (and which shall be of substantially the same nature and quality that Seller provides to itself), at substantially the same priority levels that such Services have been accorded during such twelve-month period; provided that for the purposes of determining the quality and quantity of service during twelve-month period prior to Closing, service levels provided by Hewlett-Packard and Verizon shall be disregarded, and provided further appropriate modifications in manner of delivery may be made for security, confidentiality and data integrity so long as such modifications do not adversely affect the quality or quantity of the Services delivered hereunder. (b) During the term of this Agreement, the Service Recipient agrees to abide by the reasonable IT security safeguards and policies that the Service Provider has in place and may implement to reasonably protect the Service Provider’s systems and data. The Parties will reasonably cooperate regarding the delivery of Services in order to facilitate an efficient delivery of Services and shall consult regularly to confirm that the Parties are satisfied with the Services under this Agreement. Each Party agrees to make their respective Lead Representative or designee available for such consultation. Notwithstanding the foregoing, the Parties acknowledge that manner, means, and resources ...
Sample 1
TERM AND PROVISION OF SERVICES. Subject to Article 11, the term of this Agreement shall be for the Transition Period. The term for each Service is specified on the applicable Schedule hereto setting forth the terms and conditions for such Service. It is understood by the Parties that the scope of the services and cost estimates described in the schedules hereto do not include Newco facilities at Ear Falls, Ontario, and Big River, Saskatchewan and operations related to the Forest Licenses (as defined in the Contribution and Distribution Agreement). The Service Provider agrees to provide Services for the Ear Falls, Big River and operations related to the Forest Licenses at fully allocated cost on the terms specified herein.
Sample 1
TERM AND PROVISION OF SERVICES. 2.1 This Contract continues for the Term unless terminated earlier in accordance with this Contract. 2.2 The Contractor must: provide and perform the Services during the Term; provide and perform the Services in accordance with this Contract, with due care and skill and in accordance with relevant best practice, including any applicable Australian Standards and any Commonwealth and industry standards and guidelines, Key Performance Indicators (KPIs) or Service Levels specified in Item C; ensure that the Services are fit for the purpose for which they are provided; ensure that any Contract Material which is to be placed on the Agency’s website or the intranet, as part of the provision or performance of the Services, complies with the: (i) Level AA accessibility requirements in the Web Content Accessibility Guidelines 2.1, and government requirements at xxxxx://xxx.x0.xxx/WAI/intro/wcag or any successor website; and (ii) World Wide Web Access: Disability Discrimination Act Advisory Notes, version 4.1 (2014); liaise with the Agency, provide any information the Agency may reasonably require and comply with any reasonable directions of the Agency; and ensure that it and its Contractor Personnel, when carrying out their duties and performing work under this Contract, do not: (i) cause any unreasonable or unnecessary disruption to the routines, procedures and responsibilities of the Agency; or (ii) damage the reputation of the Agency or the Commonwealth more broadly in the community. meet with the Agency at the times set out in Item A (or as otherwise reasonably required by the Agency to discuss the provision of the Services); deliver to the Agency all deliverables, plans and reports specified in Item A. 2.3 The Contractor agrees (and must require its subcontractors to agree) not to make any public announcements in relation to the Services or this Contract without obtaining the Agency’s approval in writing, except if required by Law or a regulatory body (including a relevant stock exchange) in which case the Contractor must, to the extent practicable, first consult with and take into account the reasonable requirements of the Agency. 2.4 The Contractor agrees that the Agency may reject the Services or any part of the Services (including any deliverables, plans or reports), within 30 calendar days after delivery, or such longer period specified in this Contract at Item A, if the Services do not comply with the requirements of this Contract. If the Agency does not ...
Sample 1
TERM AND PROVISION OF SERVICES. 2.1. Subject to Article 12, the term of this Agreement shall be for the Transition Period. Subject to Article 12, the term for each Service specified on Schedule A hereto is 18 months from the Closing and the term for each Service specified on Schedule B or C hereto is 12 months from the Closing. The term for each Additional Service or Specialized Transition-out Service shall be as specified in the written agreement setting forth the terms of such Additional Service or Specialized Transition-Out Service; provided that in no event shall such terms exceed a term of 12 months (or, with respect to Additional Services and Specialized Transition-Out Services relating to Information Technology, 18 months) from the Closing. 2.2. During the Transition Period, but subject to Article 12 and the provisions set forth in this Agreement, the Service Provider shall provide the Services to the Service Recipient.
Sample 1
TERM AND PROVISION OF SERVICES 
Sample 1Sample 2Sample 3See All (4)

Related to TERM AND PROVISION OF SERVICES

  • Provision of Services (a) The HSP will provide the Services in accordance with, and otherwise comply with: (1) the terms of this Agreement; (2) Applicable Law; and

  • Duration of Services The obligation of GGP to perform any individual Service described in or contemplated by this Section E shall terminate upon the earliest to occur of (a) 18 months following the Distribution Date, (b) five days following written notice of termination of such Services by Spinco to GGP and (c) the applicable termination date pursuant to Article IX of the Agreement. GGP agrees to use appropriate and reasonable efforts, as mutually agreed upon by the parties and at Spinco’s cost, to (i) ensure that any terminated Service is integrated into Spinco’s broader business processes and/or (ii) complete any individual Service in this Section E requested by Spinco prior to the termination described in the prior sentence.

  • Subcontracting for the Provision of Services (a) The parties acknowledge that, subject to the provisions of the Enabling Legislation, the HSP may subcontract the provision of some or all of the Services. For the purposes of this Agreement, actions taken or not taken by the subcontractor, and Services provided by the subcontractor, will be deemed actions taken or not taken by the HSP, and Services provided by the HSP. (b) When entering into a subcontract the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under this Agreement. Without limiting the foregoing, the HSP will include a provision that permits the Funder or its authorized representatives, to audit the subcontractor in respect of the subcontract if the Funder or its authorized representatives determines that such an audit would be necessary to confirm that the HSP has complied with the terms of this Agreement. (c) Nothing contained in this Agreement or a subcontract will create a contractual relationship between any subcontractor or its directors, officers, employees, agents, partners, affiliates or volunteers and the Funder. (d) When entering into a subcontract, the HSP agrees that the terms of the subcontract will enable the HSP to meet its obligations under the FLSA.

  • Provision of Service NYISO will provide Developer with interconnection service of the following type for the term of this Agreement.

  • Service Provision Subject to, and in accordance with, the terms and conditions in this Agreement, the Operator will provide the Services (either directly or by making its facilities and services available to other Physicians) to: (a) those Clients of Physicians who arrange for use of the Facility for the purposes of providing surgical services to such Clients, or (b) in cases only where referral by a Physician is not required, those Clients who present themselves directly to the Operator and who request the Services, provided that in each instance, the provision of the Services requested is both clinically and ethically appropriate, constitutes the provision of a service which is Insured to a person eligible to receive those Services and is provided during the Term.

  • Modification of Services Credit Union reserves the right to modify the Service from time to time without making prior notice to Member, provided, however, that Credit Union will give you at least thirty (30) days notice prior to making any modifications to the Service that would materially alter their functionality.

  • Termination of Services 6.2. To promote a non-discriminatory work environment based on the principle of equality, employers and the trade union should adopt appropriate measures to ensure that employees with HIV and AIDS are not unfairly discriminated against and are protected from victimisation through positive measures such as: (i) preventing unfair discrimination and stigmatisation of people living with HIV or AIDS through the development of HIV/AIDS policies and programmes for the workplace; (ii) awareness, education and training on the rights of all persons with regard to HIV and AIDS; (iii) mechanisms to promote acceptance and openness around HIV/AIDS in the workplace; (iv) providing support for all employees infected or affected by HIV and AIDS; and (v) grievance procedures and disciplinary measures to deal with HIV-related complaints in the workplace. 7. HIV TESTING, CONFIDENTIALITY AND DISCLOSURE

  • Location of Services Subcontractor will provide the Services at the following address(es): _________________________________________________________________________________________________________________________________________________________.

  • Inspection of Services Subcontractor shall make the Services accessible at all reasonable times for inspection by the Contractor. Subcontractor shall, at the first opportunity, inspect all material and equipment delivered to the job site by others to be used or incorporated in the Subcontractor’s Services and give prompt notice of any defect therein. Subcontractor assumes full responsibility to protect the work done hereunder until final acceptance by the Contractor or any authorized third (3rd) party.

  • Cessation of services The delegation or assignment of CONTRACTOR’s services, operation or administration to another entity without the prior written consent of COUNTY.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!