Transition Services; Limitations Sample Clauses

Transition Services; Limitations. (a) Subject to the terms and provisions of this Agreement, at Buyers’ option, Travelzoo shall (or shall cause its affiliates to) provide to Buyers any or all of the services described on Schedule 1 attached hereto (the “Transition Services”). At any time during the term of this Agreement, the parties agree to, upon the request of either party, negotiate in good faith to add or modify, as the case may be, the services listed on Schedule 1. Buyers may, without penalty, determine not to exercise their option described in this Section 1(a) with respect to any or all of the Transition Services.
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Transition Services; Limitations. A. Subject to the terms and provisions of this Agreement, Seller shall provide to Buyer the Transition Services as described on Schedule A or the Addendums thereto. Detailed costs and precise services (including additional services as may be agreed to by the parties) are reflected to the extent presently possible on Schedule A or the Addendums thereto, or shall be negotiated in good faith subsequent to the Closing by the Parties.
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Transition Services; Limitations. A. Subject to the terms of this Agreement, Cargill agrees to provide (or shall cause one or more of its Affiliates to provide) Transition Services for and on behalf of Mosaic and its Affiliates as more fully described in one or more “Work Orders” entered into between the parties in the form set forth in Schedule 1 attached hereto. The parties may enter into individual Work Orders to be effective as of the Effective Date or, if not entered into as of the Effective Date, at any time subsequent thereto during the term of this Agreement. The provider of a Transition Service (either Cargill or one of its Affiliates, as applicable) hereunder may sometimes be referred to as “Service Provider” and the recipient of a Transition Service hereunder (either Mosaic or any of its Affiliates, as applicable) may sometimes be referred to as “Service User.” Cargill and its Affiliates shall not have any obligation to supply Transition Services hereunder (i) that are not of the type presently being supplied by Cargill or its Affiliates to the Xxxxxxx Fertilizer Businesses prior to the Business Combination, or (ii) if Cargill has notified Mosaic of its inability to obtain a third party’s consent which is necessary for Cargill to provide such Transition Services despite Cargill’s reasonable efforts to obtain it.
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Related to Transition Services; Limitations

  • 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.

  • Information Services The Custodian may rely upon information received from issuers of Securities or agents of such issuers, information received from Subcustodians or depositories, information from data reporting services that provide detail on corporate actions and other securities information, and other commercially reasonable industry sources; and, provided the Custodian has acted in accordance with the standard of care set forth in Section 6 (a), the Custodian shall have no liability as a result of relying upon such information sources, including but not limited to errors in any such information.

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

  • Tax Reclamation Services May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $[ ] per claim. Out of Pocket Expenses § Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred. § A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate. § SWIFT reporting and message fees.

  • REGULATORY ADMINISTRATION SERVICES BNY Mellon shall provide the following regulatory administration services for each Fund and Series:  Assist the Fund in responding to SEC examination requests by providing requested documents in the possession of BNY Mellon that are on the SEC examination request list and by making employees responsible for providing services available to regulatory authorities having jurisdiction over the performance of such services as may be required or reasonably requested by such regulatory authorities;  Assist with and/or coordinate such other filings, notices and regulatory matters and other due diligence requests or requests for proposal on such terms and conditions as BNY Mellon and the applicable Fund on behalf of itself and its Series may mutually agree upon in writing from time to time; and

  • Hosting Services GSI shall load the Web site onto server(s) that are connected to the Internet and readily accessible via the Web through use of the Domain Names. GSI shall ensure that the Web site is functional and ready to process transactions in a reasonably efficient manner.

  • Acquisition Services (i) Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives and policies;

  • Termination Assistance Services Upon the expiration or the effective date of termination of this Agreement, Service Provider shall have no further obligation to provide the Services to Recipient except that:

  • Transition Assistance Collaborator shall use Commercially Reasonable Efforts to seek an orderly transition of the Development and Commercialization of the Compound and Products to Exelixis or its designee for so long as is necessary to ensure patient safety, including ensuring continuity of supply to any patients. Collaborator shall, at no cost to Exelixis, provide reasonable consultation and assistance for a period of no more than [ * ] after termination for the purpose of transferring or transitioning to Exelixis all Collaborator Know-How not already in Exelixis’ possession and, at Exelixis’ request, all then-existing commercial arrangements relating to the Products that Collaborator is able, using Commercially Reasonable Efforts, to transfer or transition to Exelixis or its designee, in each case, to the extent reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory. If any such contract between Collaborator and a Third Party is not assignable to Exelixis or its designee (whether by such contract’s terms or because such contract does not relate specifically to the Products) but is otherwise reasonably necessary or useful for Exelixis to continue the Development and/or Commercialization of the Compound and Products in the Collaborator Territory, or if Collaborator is performing such work for the Compound and Product itself (and thus there is no contract to assign), then Collaborator shall reasonably cooperate with Exelixis to negotiate for the continuation of such services for Exelixis from such entity, or Collaborator shall continue to perform such work for Exelixis, as applicable, for a reasonable period (not to exceed [ * ]) after termination at Exelixis’ cost until Exelixis establishes an alternate, validated source of such services.

  • Other Services At the request of the Fund, the Adviser in its discretion may make available to the Fund office facilities, equipment, personnel and other services. Such office facilities, equipment, personnel and services shall be provided for or rendered by the Adviser and billed to the Fund at the Adviser's cost.

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