Transition Services and Remuneration Sample Clauses

Transition Services and Remuneration. 2.2.1 SUNE agrees to provide to TerraForm the Transition Services as set out in this Agreement for the Transition Services Fee in accordance with the terms and conditions of this Agreement. The Transition Services and the Transition Services Fee are set out in Schedule 1, provided that the Transition Services Fees for the period from February 1, 2017 through July 31, 2017 are set forth on Schedule 4. TerraForm acknowledges and agrees that: (i) SUNE utilizes the Transition Services for its own account and the current Transition Services Fees have been calculated based upon the current usage of each Transition Service by SUNE and TerraForm; (ii) SUNE has been, and will continue to, reduce the usage of each Transition Service for its own account; and (iii) SUNE may discontinue its use of some or all Transition Services for its own account during the term of this Agreement. SUNE will give TerraForm reasonable prior notice (but in no case less than 15 days’ prior notice) of the date on which SUNE’s usage of a given Transition Service for its own account will cease and, if TerraForm elects to continue receiving such Transition Service after such date, the Transition Service Fee for such Transition Service shall be equitably adjusted as mutually agreed by the Parties acting reasonably to reflect any increase or decrease in actual costs that result from SUNE no longer using the applicable Transition Service for its own account. In connection with evaluating any proposed adjustment, SUNE will promptly provide TerraForm with reasonable supporting documentation to confirm the actual costs to provide the Transition Services to TerraForm associated with performing such Transition Service. The Transition Services Fees reflect the utilization of the number of full time employee equivalents (“FTEs”) indicated for each Transition Service on Schedule 1 that are currently utilized by SUNE in performing the Transition Services for TerraForm. If TerraForm requests in writing (including by email) by an officer of TerraForm that additional FTEs be allocated to perform a given Transition Service at any time, the Transition Services Fee for such Transition Service will be equitably increased as mutually agreed by the Parties acting reasonably to reflect the utilization of such additional FTEs. 2.2.2 The Parties may agree from time to time on any additional services to be provided by SUNE in addition to the Transition Services (the “Additional Transition Services”). Prior to the pr...
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Related to Transition Services and Remuneration

  • 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.

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

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition. 13.2 If the Hosting of Customer Data by Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract contributes to or directly causes a Data Breach, Supplier shall be responsible for the obligations set forth in Appendix 1 related to breach reporting requirements and associated costs. Likewise if such Hosting contributes to or directly causes a Security Incident, Supplier shall be responsible for the obligations set forth in Appendix 1, as applicable. 14 Change Management

  • Ongoing Services It is important to review every investment you hold and at regular intervals. At the time of, or prior to, our recommendation to you we will discuss our on-going service proposition. This is confirmed in our ‘service proposition and engagement’ document which will be sent to you separately from this agreement.

  • Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

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

  • Transitional Services Upon cancellation, termination, or expiration of the Contract for any reason, the Contractor shall provide reasonable cooperation, assistance and Services, and shall assist the Department to facilitate the orderly transition of the work under the Contract to the Department and/or to an alternative contractor selected for the transition upon written notice to the Contractor at least thirty (30) business days prior to termination or cancellation, and subject to the terms and conditions set forth in the Contract.

  • Services Landlord will furnish the following services for the normal use and occupancy of the Premises for general office purposes: (i) electricity, (ii) heating and air conditioning in season during Normal Business Hours, (iii) water, (iv) trash removal and janitorial services pursuant to the cleaning schedule attached as Exhibit “D”, and (v) such other services Landlord reasonably determines are appropriate or necessary. If Tenant requests, and if Landlord is able to furnish, services in addition to those identified above, including heating or air conditioning outside of Normal Business Hours, Tenant shall pay Landlord’s reasonable charge for such supplemental services. If because of Tenant’s density, equipment or other Tenant circumstances, Tenant puts demands on the Building Systems in excess of those of the typical office user in the Building, Landlord may install supplemental equipment and meters at Tenant’s expense. Landlord shall not be responsible or liable for any interruption in such services, nor shall such interruption affect the continuation or validity of this Lease. Notwithstanding the foregoing, in the event that any utility service is not delivered for a period in excess of five (5) consecutive business days solely as a result of the negligence or willful misconduct of Landlord, and if Tenant is unable to reasonably use the Premises for the conduct of its business by reason thereof, Rent shall thereafter xxxxx until the interrupted service is restored or Tenant conducts or is able to reasonably conduct business in the Premises. Landlord shall have the exclusive right to select, and to change, the companies providing such services to the Building or Premises. Any wiring, cabling or other equipment necessary to connect Tenant’s telecommunications equipment shall be Tenant’s responsibility, and shall be installed in a manner approved by Landlord. In the event Tenant’s consumption of any utility or other service included in Operating Expenses is excessive when compared with other occupants of the Property, Landlord may invoice Tenant separately for, and Tenant shall pay on demand, the cost of Tenant’s excessive consumption, as reasonably determined by Landlord.

  • Implementation Services Vendor shall provide the Implementation Services, if any, described in Exhibit A. The Services Fees for any Implementation Services shall be described in Exhibit A.

  • Coordination of Services Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

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