Use in Services Sample Clauses

Use in Services. With respect to any Third Party Works Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Client a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the proper conduct of the Client’s business. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Client in advance and shall not use such Third Party Works without the Client’s express, prior written consent (and absent such consent, Vendor’s use of any such Third Party Works shall obligate Vendor to obtain or arrange, for such rights and licenses for the Client upon Disentanglement).
Sample 1
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Use in Services. With respect to any Third Party Works which Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Client a non-exclusive, non-transferable, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the Vendor to perform its obligations under this Agreement during the Term and any period of Disentanglement only. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Client in advance and shall not use such Third Party Works without the Client’s express, prior written consent.
Sample 1
Use in Services. With respect to any Third-Party Works Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Commonwealth a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third-Party Works as necessary and appropriate for the proper conduct of the Commonwealth’s business. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Commonwealth in advance and shall not use such Third-Party Works without the Commonwealth’s express, prior written consent (and absent such consent, Vendor’s use of any such Third-Party Works shall obligate Vendor to obtain or arrange, for such rights and licenses for the Commonwealth upon Disentanglement). Upon receipt of such notice, the Relationship Managers for each Party shall confer (and in any event, no less than monthly, as necessary) to discuss any Third-Party Works for which Vendor is unable to obtain such rights and licenses and the Parties shall cooperate with each other in achieving a reasonable alternative arrangement with respect to such Third-Party Works so as to not adversely impact the provision of Services. The Parties agree that, if Vendor is unable to obtain the rights and licenses described above in this Section 12.4.2(b), and the Commonwealth does not agree to the alternative license restrictions proposed by the applicable third-party vendors after the reasonable alternative arrangements are pursued, Vendor’s ability to meet the Service Levels or other performance obligations under this Agreement may be impaired. Vendor shall identify any Third-Party Work which could so affect Vendor’s ability to provide Services and Deliverables, as well as the specific Services and Deliverables that would be so affected. The Parties agree that if the Commonwealth directs Vendor not to accept the restrictions, Vendor shall be excused from its obligations under this Agreement with regard to the performance of such Services and Deliverables to the extent such performance is actually affected thereby. Notwithstanding the foregoing, Vendor shall not be so excused if the Commonwealth withholds its consent to any such Third-Party Work because, upon Disentanglement, (i) the assignment of such Third-Party Work to the Commonwealth or its designee would be subject to subsequent third party approval, or (ii) the Commonwealth would be obligated to reimburse Vendor for any termination or canc...
Sample 1

Related to Use in Services

  • Basic Services Fee 6.1.1 For Basic Services, as described in Article 1, and including all disciplines identified in Paragraph 15.1 as part of Basic Services, Architect/Engineer’s fee shall be a negotiated Basic Services Fee to cover all costs and profit. 6.1.2 The Architect/Engineer’s Basic Services Fee will be based on the Amount Available for the Construction Contract identified in the Program of Requirements. 6.1.3 In multiple package projects, the Basic Services Fee for each package shall be determined in a manner agreed to by A/E and Owner. The Architect/Engineer’s total Basic Services Fee will be the sum of the basic services fees for all packages. 6.1.4 If the description of the Architect/Engineer’s Basic Services is changed materially, the applicable fee shall be adjusted equitably.

  • Basic Services The Architect/Engineer’s Basic Services include all disciplines identified in Article 15 and all related usual and customary design, consultant, and other services necessary and reasonably inferable to complete the Project, or any phase of the Project, in accordance with the Owner’s requirements and the terms of this Agreement.

  • Ambulance Services Ground Ambulance Air and Water Ambulance

  • Utility Services Company agrees to pay the full cost and expense associated with its use of all utilities, including but not limited to water, sanitary sewer, electric, storm drainage, and telecommunication services.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Administrative Support Services Fees Within forty-five (45) days of the end of each calendar quarter or at such other period as deemed appropriate by the Distributor, the Fund will make payments in the aggregate amount of up to 0.25% on an annual basis of the average during the period of the aggregate net asset value of the Shares computed as of the close of each business day (the “Service Fee”). Such Service Fee payments received from the Fund will compensate the Distributor for providing administrative support services with respect to Accounts. The administrative support services in connection with Accounts may include, but shall not be limited to, the administrative support services that a Recipient may render as described in Section 3(b)(i) below.

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

  • Hospice Services Services are available for a Member whose Attending Physician has determined the Member's illness will result in a remaining life span of six months or less.

  • Access to Services Subject to and in accordance with the terms of this Agreement, including any Schedules, Company grants You a non-exclusive, non-sublicensable, nontransferable, non-assignable, revocable license for the term of this Agreement to access and use the Services. Services may only be used by Your Users for internal business purposes only. You agree to comply with the terms and conditions of this Agreement, including any Schedules, and with all applicable Company procedures and policies that further define use of the Services. You acknowledge and agree that the actions of any of Your Users with respect to the Services will be deemed to be actions by You and that any breach by any of Your Users of the terms of this Agreement, including any Schedule, will be deemed to be a breach by You.

  • Telemedicine Services This plan covers clinically appropriate telemedicine services when the service is provided via remote access through an on-line service or other interactive audio and video telecommunications system in accordance with R.I. General Law § 27-81-1. Clinically appropriate telemedicine services may be obtained from a network provider, and from our designated telemedicine service provider. When you seek telemedicine services from our designated telemedicine service provider, the amount you pay is listed in the Summary of Medical Benefits. When you receive a covered healthcare service from a network provider via remote access, the amount you pay depends on the covered healthcare service you receive, as indicated in the Summary of Medical Benefits. For information about telemedicine services, our designated telemedicine service provider, and how to access telemedicine services, please visit our website or contact our Customer Service Department.

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