TSA Services Sample Clauses

TSA Services. The Sellers shall notify all relevant personnel of the Sellers and their Affiliates of the services to be provided to the Business pursuant to the Seller TSA and the Sellers shall, and shall ensure that their relevant personnel, (i) not take any actions that would result in the inability to deliver the Assets and the assets of the Companies to the Buyer in working condition, (ii) not remove from the Companies and their properties or any location included in the Assets any of the Sellers’ or their Affiliates assets that are related to the services to be provided to the Buyer in accordance to the Seller TSA, and (iii) be in a position to provide the services set forth in the Seller TSA in accordance with the terms of the Seller TSA. During the Interim Period, WM Parent and the Buyer will negotiate in good faith to mutually agree on a form of letter to be sent by the applicable Sellers to those customers of the Business contemplated to be transferred, assigned to or serviced by the Buyer or its Affiliates following the Time of Closing pursuant to this Agreement or the other Transaction Agreements notifying such customers of the consummation of the transactions contemplated hereby, which letter shall be sent by such Sellers to such customers as soon as reasonably practicable after the Time of Closing but in no event more than five (5) Business Days after the Closing Date.
Sample 1
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TSA Services. To the extent that any of the Support Services under the TSA are to be performed by Other Subsidiaries (rather than MTG), TNSC hereby agrees to cause the applicable Other Subsidiary to provide the applicable Support Service on the terms and conditions set forth in the TSA.
Sample 1
TSA Services. UniGroup agrees to provide, among other services, certain invoicing services to the Vanliner Companies in accordance with and subject to the terms and conditions of the Transition Services Agreement.
Sample 1
TSA Services. During the Pre-Closing Period, if Purchaser or Seller identifies a service that a Service Provider (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable) provides to a Service Recipient (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable) that such Service Recipient requires in order to conduct the Business or the Retained Business (as defined in the Transition Services Agreement or the China Transition Services Agreement, as applicable), as the case may be, in substantially the same manner as the Business or the Retained Business is presently conducted and such service is not in the applicable schedule or statement of work included in the form of the Transition Services Agreement or China Transition Services Agreement, then Purchaser and Seller shall discuss the matter in good faith, and, if Purchaser and Seller reach an agreement for the provision of any such additional services, Purchaser and Seller shall accordingly update the applicable schedule or, to the extent such additional service involves the development of Intellectual Property, prepare or update the applicable form of statement of work.
Sample 1
TSA Services. (i) PARENT SERVICES. Parent will continue to provide, or cause to be provided by its Affiliates or Subcontractors, to the Acquired Subsidiaries or, at Purchaser's direction, the Acquired Subsidiaries' Affiliates, Purchaser or the Joint Ventures all services, support, facilities, and other resources that Parent or Sellers, or their respective Affiliates or Subcontractors, provided, or caused to be provided, to the Acquired Subsidiaries or the Joint Ventures during the Pre-Closing Period, including as set forth on Schedule 2(a) hereto (designated as "Forward"), except as otherwise mutually agreed in writing by Purchaser and Parent prior to the Effective Date (the "Parent Services"). (A) In the event that Purchaser internally restructures, reorganizes or transfers the Business to a Purchaser Affiliate, Parent shall be obligated to continue to provide, or cause to be provided, the Parent Services to the Purchaser Affiliate insofar as it conducts the Business. Parent shall at all times assist and cooperate with any Purchaser Affiliate that supports the Business, only insofar as it supports the Business. (B) Parent has no obligation to provide, or cause to be provided, TSA Services to Purchaser for itself or on behalf of any Affiliate of Purchaser or Joint Venture that was not part of the Business prior to the Effective Date, except as set forth in Section 2(a)(i)(A) hereof.
Sample 1
TSA Services. Prior to the Closing, RMT Partner will use its best efforts to remove from the schedules to the TSA those Services (as defined in the TSA) identified on Section 5.18 of the Parent Disclosure Letter, unless RMT Partner determines, in its reasonable discretion and in consultation with Parent, (i) it would not otherwise be able to procure such Service(s) from a third party on commercially reasonable terms or (ii) such Services would be necessary to consummate the Transactions on the timetable contemplated by the Parties.
Sample 1
TSA Services 
Sample 1
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Related to TSA Services

  • Extra Services District-authorized services outside of the scope in Exhibit “A” or District-authorized reimbursables not included in Architect’s Fee.

  • Beta Services From time to time, We may invite You to try Beta Services at no charge. You may accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation or by a description of similar import. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

  • Autism Services This plan covers the following services for the treatment of autism spectrum disorders. • Applied behavior analysis when provided and/or supervised by an individual licensed by the state in which the service is rendered. See the Summary of Medical Benefits for the amount that you pay. • Physical therapy, occupational therapy, and speech therapy services when rendered as part of the treatment of autism spectrum disorder. A benefit limit will not apply to these services. • Psychological and psychiatric services, and prescription drugs are also covered. See Behavioral Health Services and Prescription Drugs and Diabetic Equipment or Supplies for additional information. Coverage for autism spectrum disorders does not affect any obligation of a school district, a state or other governmental entity to provide services to an individual under an individualized family service plan, an individualized education program, or similar services required under state or federal law. Services related to autism that are furnished by school personnel are not covered under this plan.

  • Web Services Our Web Services are designed to enable you to easily establish a presence on the Internet. Our Web Hosting and Design is composed of our Web Hosting and Design Publishing Component and other miscellaneous components. These components may be used independently or in conjunction with each other.

  • 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).

  • Program Services a) Personalized Care Practice agrees to provide to Program Member certain enhancements and amenities to professional medical services to be rendered by Personalized Care Practice to Program Member, as further described in Schedule 1 to these Terms. Upon prior written notice to Program Member, Personalized Care Practice may add or modify the Program Services set forth in Schedule 1, as reasonably necessary, and subject to such additional fees and/or terms and conditions as may be reasonably necessary. b) Program Member acknowledges that the Program Services are services that are not covered services under any insurance contract to which Program Member may be a party, including, without limitation, Medicare, and are not reimbursable by Program Member’s insurer, health plan or any governmental entity, including Medicare. Program Member agrees to bear sole financial responsibility for the Member Amenities Fee and agrees not to submit to Program Member’s insurer, health plan or governmental entity any xxxx, invoice or claim for payment or reimbursement of such Member Amenities Fee. c) Personalized Care Practice or its designated affiliate will separately charge Program Member or Program Member’s insurer, health plan or governmental entity for medical, clinical, diagnostic or therapeutic services rendered by Personalized Care Practice or its designated affiliate to Program Member, and Program Member may seek payment or reimbursement from Program Member’s insurer or health plan for any such service to the extent covered by Program Member’s insurer, health plan or governmental entity. d) Program Member understands, agrees and covenants that this Agreement is a service contract, and not a contract for insurance.

  • Our Services As insurance intermediaries we generally act as the agent of our client. We are subject to the law of agency, which imposes various duties on us. However, in certain circumstances we may act for and owe duties of care to other parties, including the insurer. We will advise you when these circumstances occur, so you will be aware of any possible conflict of interest. We offer a wide range of products and services which may include: • Offering you a single or range of products from which to choose a product that suits your insurance needs; • Advising you on your insurance needs; • Arranging suitable insurance cover with insurers to meet your requirements; • Helping you with any subsequent changes to your insurance you have to make; • Providing all reasonable assistance with any claim you make. In some cases, we act for insurers under a delegated authority agreement and can enter into insurance policies, issue policy documentation and/or handle or settle claims on their behalf. Where we act on behalf of the insurer and not you, we will notify you accordingly and in relation to claims we will advise you of this fact when you notify us of a claim. Notwithstanding this, we endeavour to always act in your best interest. As intermediaries, we offer a wide range of insurance products and have access to many leading insurance companies and the Lloyd’s market. Depending on the type of cover you require and where we have provided advice based on a personal recommendation, we will offer you a policy from either: • a single insurer; • a limited range of insurers; or • a fair analysis that is representative of the insurance market. We will advise you separately as to which of these apply before we arrange your policy and where we have not undertaken a fair analysis of the market, we will provide you with a list of insurers considered. Jensten Retail Consumer Client TOBA Version 1.0 Nov 2021 Policies taken out, amended, or renewed through our online service will be on a non-advised basis. This means sufficient information will be provided for you to make an informed decision about any product purchased online and you should therefore ensure that any policy provides the cover you require and is suitable for your needs. For Motor Vehicle insurance we require customers to pay an additional charge for our claims service – Coversure Claimsline (details are provided in a separate document). This is a “one-stop” service that enables us to assist you with any claim you may incur. The cost of the Coversure Claimsline services will be included in the price quoted to you for the Motor Vehicle insurance and shown separately in your documentation. By purchasing motor insurance from us, you authorise Coversure and its agents to take all necessary actions to handle your claim including dealing with your insurers, third parties and their insurers and other service suppliers on your behalf. For all other policies, including optional additional products and premium finance (if relevant), before the insurance contract is concluded and after we have assessed your demands & needs, we will provide you with advice and make a personal recommendation. This will include sufficient information to enable you to make an informed decision about the policy that we have recommended, together with a quotation which will itemise any fees that are payable in addition to the premium. This documentation will also include a statement of your demands and needs. You should read this carefully as it will explain reasons for making the recommendation we have made.

  • Cloud Services You will not intentionally (a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively impacts the Cloud Service’s operation; or (d) submit any information that is not contemplated in the applicable Documentation.

  • 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

  • Online Services Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

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