Use of Third Parties to Provide Services Sample Clauses

Use of Third Parties to Provide Services. The Provider may perform its obligations to provide a Service through agents, subcontractors or independent contractors, provided that the delegation of performance of the applicable Service does not impact the timeliness or quality of such Service, in accordance with the following:
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Use of Third Parties to Provide Services. The Provider may perform its obligation to provide a Service through the use of one or more Third Parties without the consent of the Recipient; provided, that, subject to Section 2.02, (a) the hiring or engagement of such Third Party does not materially decrease the quality or level of Services provided to the Recipient to below that provided by the Provider, (b) the use of such Third Party will not materially increase the Charges payable by the Recipient in connection with such Services, (c) the use of such Third Party will not change the manner in which the Services are delivered in a way that materially increases the Recipient’s costs of receiving the Services; provided, further, that if such Third Party has been engaged by Provider to perform the same or similar services to Provider or Recipient prior to the Effective Time, then clauses (a), (b) and (c) shall be deemed satisfied. The Provider shall in all cases remain primarily responsible for all of its obligations under this Agreement with respect to the Services, except that if a Third Party provides all or part of any Service pursuant to a written agreement with the Recipient, the Recipient agrees to be bound by, and to cause its Affiliates to comply with, those obligations that such agreement places on the Recipient, and the Provider shall not be responsible for its obligations under this Agreement that are specified in such agreement to be obligations of the Third Party provider.
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Use of Third Parties to Provide Services. Each Provider may perform its obligations through its Subsidiaries or, if such Provider is obtaining analogous services for itself from agents, subcontractors or independent contractors, the Provider may perform its obligations hereunder through the use of such agents, subcontractors or independent contractors, if such Provider furnishes to the applicable Recipient substantially the same notice (in content and timing) as such Provider shall furnish to its own organization respecting such use of Third Parties. If the Provider is not obtaining analogous services for itself from Third Parties, the Provider may perform its obligations hereunder through the use of agents, subcontractors or independent contractors only upon obtaining the prior written consent of the Recipient. Notwithstanding the foregoing, the Provider shall not be relieved of its obligations under this Agreement by use of such Subsidiaries, agents, subcontractors or contractors. Delegation of performance of any Service by a Provider in accordance with this Section 3.05 shall not affect the Service Charges for the applicable Service.
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Use of Third Parties to Provide Services. The Provider may perform its obligations to provide a Service through agents, subcontractors or independent contractors, provided that the delegation of performance of the applicable Service does not impact the timeliness or quality of such Service, in accordance with the following: (a) Provider is Currently Using Third Parties as of the Effective Time. If, as of the Effective Time, (i) the Provider is obtaining analogous services for itself from agents, subcontractors or independent contractors, or (ii) the Provider is obtaining services from agents, subcontractors or independent contractors which services the Provider shall only provide to the Recipient under this Agreement and the Provider shall not otherwise require such analogous services for itself during the term of this Agreement, then the Charges for the applicable Services the Provider is obtaining from such Third Parties may be adjusted proportionally by the Provider pursuant to Section 2.04(c) to reflect any adjustment in the rates or charges imposed by the Third Party that is providing such Services; or (b) Provider Elects to Switch to Third Parties After the Effective Time. (i) If, following the Effective Time, the Provider elects to obtain analogous services for itself from agents, subcontractors or independent contractors (A) the Provider shall furnish to the Recipient reasonable prior Notice (in content and timing) respecting such use of Third Parties, and (B) the Charges for the applicable Services the Provider is obtaining from such Third Parties may be adjusted proportionally by the Provider pursuant to Section 2.04(c) to reflect any adjustment in the rates or charges imposed by the Third Party that is providing such Services; and (ii) If, however, following the Effective Time, the Provider is not obtaining analogous services for itself from agents, subcontractors or independent contractors (A) the Provider shall furnish to the Recipient reasonable prior Notice (in content and timing) respecting such use of Third Parties, and (B) the Charges for the applicable Services the Provider is providing through such Third Parties appointed following the Effective Time may not be adjusted by the Provider as a result of any adjustments in the rates or charges imposed by such Third Parties. Notwithstanding the foregoing, the Provider shall not be relieved of its obligations under this Agreement by use of such agents, subcontractors or independent contractors.
Sample 1
Use of Third Parties to Provide Services. Shire may perform any or all Services through agents, subcontractors or independent contractors; provided that, Mirum’s prior written approval (not to be unreasonably withheld, conditioned or delayed) shall be required if Shire uses any new agents, subcontractors or independent contractors that were not used by Shire prior to the Execution Date. Notwithstanding the foregoing, Shire shall not be relieved of its obligations under this Agreement by use of such agents, subcontractors or independent contractors.
Sample 1
Use of Third Parties to Provide Services. Isis may perform its obligations through its Affiliates or, if prior to the Closing, Isis obtains analogous services for itself from agents, subcontractors or independent contractors, Isis may perform its obligations hereunder through the use of agents, subcontractors or independent contractors. If, prior to the Closing, Isis is not obtaining analogous services for itself from agents, subcontractors or independent contractors, Isis may perform its obligations hereunder through the use of agents, subcontractors or independent contractors only upon obtaining the prior written consent of Ibis, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Isis shall not be relieved of its obligations under this Agreement by use of such Affiliates, agents, subcontractors or contractors.
Sample 1
Use of Third Parties to Provide Services. Parent, Seller or USRI may perform its obligations through its subsidiaries or, if Parent, Seller or USRI is obtaining analogous services for itself from agents, subcontractors or independent contractors, Parent may perform its obligations hereunder through the use of such agents, subcontractors or independent contractors, if Parent, Seller or USRI furnishes to Purchaser substantially the same notice (in content and timing) as Parent, Seller or USRI shall furnish to its own organization respecting such use of Third Parties. If Parent, Seller or USRI is not obtaining analogous services for itself from Third Parties, Parent, Seller or USRI may perform its obligations hereunder through the use of agents, subcontractors or independent contractors only upon obtaining the prior written consent of Purchaser. Notwithstanding the foregoing, Parent, Seller or USRI shall not be relieved of their obligations under this Agreement by use of such subsidiaries, agents, subcontractors or contractors. Delegation of performance of any Service by Parent, Seller or USRI in accordance with this Section 3.04 shall not affect the Service Charges for the applicable Service.
Sample 1
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Use of Third Parties to Provide Services. Service Provider may perform its obligations to provide a Service through agents, subcontractors, independent contractors or other Third Parties; provided, however, that (a) the delegation of performance of the applicable Service does not impact the nature, frequency or quality of such Service and (b) any increased costs resulting from such delegation shall be borne by Service Provider. Nothing in this Section 2.5 shall relieve Service Provider of its obligations under this Agreement by use of such agents, subcontractors or independent contractors and a breach of this Agreement by any such agents, subcontractors, independent contractors or other Third Parties shall be deemed to constitute a breach of this Agreement by Service Provider.
Sample 1

Related to Use of Third Parties to Provide Services

  • Agreement to Provide Services Xxxxxxx Sachs hereby engages the Contract Underwriter, and the Contract Underwriter hereby agrees, to provide the following Services: (a) establish and maintain (or assist the Company in establishing and maintaining) relationships with owners of Contracts who are its customers or customers of other broker-dealers with whom it has entered into agreements to sell the Contracts (“Selling Dealers”); (b) provide Contract owners with “personal services” (within the meaning of NASD Conduct Rule 2830(b)(9)); (c) assist in the preparation of advertisements and other sales literature for the Contracts that describes or discusses the Funds; (d) provide sales compensation to representatives of the Contract Underwriter; (e) pay money to Selling Dealers for any of the foregoing purposes; and (f) perform any additional services primarily intended to result in the distribution of the Contracts and the sale of the Service Shares to the Company.

  • Services to Others Clients Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Sub-adviser, who may also be a director, officer, or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

  • Links to Third Party Sites/Third Party Services xxx.xxxxxxxxxxxxxxxxxx.xxx may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via xxx.xxxxxxxxxxxxxxxxxx.xxx are delivered by third party sites and organizations. By using any product, service or functionality originating from the xxx.xxxxxxxxxxxxxxxxxx.xxx domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of xxx.xxxxxxxxxxxxxxxxxx.xxx users and customers.

  • Agreement to Provide Information Intermediary agrees to provide the Fund, upon written request, the taxpayer identification number (“TIN”), the Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through each account maintained by the Intermediary during the period covered by the request.

  • Use of the Services 1.1 We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non- exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your order. 1.2 The Service Specifications describe and govern the Services. During the Services Period, we may update the Services and Service Specifications (with the exception of the Data Processing Agreement as described below) to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of system use, and availability of Third Party Content (as defined below). Oracle updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your order. 1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or vulnerability testing of the Services without Oracle’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d) collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include removing or disabling access to material that violates the policy.

  • Exclusive Services Executive shall at all times faithfully, industriously and to the best of his or her ability, experience and talent perform to the satisfaction of the Board and the CEO all of the duties that may be assigned to Executive hereunder and shall devote substantially all of his or her productive time and efforts to the performance of such duties. Subject to the terms of the Employee Confidentiality and Invention Assignment Agreement referred to in Section 5(b), this shall not preclude Executive from devoting time to personal and family investments or serving on community and civic boards, or participating in industry associations, provided such activities do not interfere with his or her duties to the Company, as determined in good faith by the CEO. Executive agrees that he or she will not join any boards, other than community and civic boards (which do not interfere with his or her duties to the Company), without the prior approval of the CEO.

  • Preventive Services All necessary procedures to prevent the occurrence of oral disease, including: Cleaning and scaling Topical application of fluoride Space maintainers

  • Information and Services Required of the Owner The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements.

  • Third Party Services Any services required for or contemplated by the performance of the above-referenced services by the Administrator to be provided by unaffiliated third parties (including independent auditors’ fees and counsel fees) may, if provided for or otherwise contemplated by the Financing Order and if the Issuer deems it necessary or desirable, be arranged by the Issuer or by the Administrator at the direction (which may be general or specific) of the Issuer. Costs and expenses associated with the contracting for such third-party professional services may be paid directly by the Issuer or paid by the Administrator and reimbursed by the Issuer in accordance with Section 2, or otherwise as the Administrator and the Issuer may mutually arrange.

  • Services and Support 1.1 In exchange for your continued compliance with this Agreement, and any modification to this Agreement made by Intuit in accordance with Sections A.1.1, you shall have access to the Software/Subscription in accordance with the following provisions: (a) If you purchased a Subscription based license for the Software, which generally means that you will be paying for your use of the Software and Services on a monthly or annual basis, you shall receive as part of your active Subscription, so long as Intuit is receiving the applicable payment from you: (i) access to the features of the Software subscribed to by you; (ii) Updates and Enhancements; (iii) Version Protection, each defined in Section B.1.2 below; and (iv) additional products, services and/or discounts when and if they should be made available to you. If you have purchased a subscription that includes Support you will also be entitled to receive Support Services as defined below. Software licenses obtained through a subscription are eligible for Enhancements during the active subscription period only. The Subscription is cancellable by you in accordance with this Agreement, but you will not be entitled to any refunds if you cancel after the 60-Day Money Back Guarantee period, as defined in Section B.6. If you cancel your Subscription or if we do not receive the payment for your Subscription, or if the Subscription is in any way terminated in accordance with the terms of this Agreement, you will no longer have access to the Software and all related Services defined above upon the expiration of the current Subscription term, but you will retain access to your company data file stored on your device, which can be reinstated to a readable QuickBooks format upon reactivation of your Subscription or with the purchase of a license on the Software. (b) If you purchased your license to the Software under a one-time, upfront payment at retail or directly from Intuit and not under a Subscription, you shall receive: (i) a license to the specific version of the Software product you have selected that, subject to the license grant and restrictions in Section A.1.1, allows you access to the features of the Software; and (ii) Updates and Enhancements to the Software in accordance with the terms of the Termination provisions. Intuit's obligations under this Section B.1.1 are contingent upon you installing all updates and error corrections within thirty (30) days of being notified of their availability by Intuit (or its Representatives). QuickBooks 2015 Software purchased on a separate standalone basis are eligible for enhancements on a when-and-if available basis through May 31, 2018, which is the current support period for QuickBooks 2015.

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