Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the payment of the Service Costs in accordance with Section 3.01, after the Distribution Time each of Xxxxxx Oil and Xxxxxx USA (each in its capacity as a provider of Services, “Provider”) agrees to provide to the other party (in its capacity as a recipient of Services, “Recipient”), or procure the provision to Recipient of, and Recipient agrees to purchase from Provider, the transition services set forth on Schedule A as Services to be provided by the relevant Provider (the “Services”).
(b) It is understood that (i) the Services to be provided to Recipient under this Agreement shall, at Recipient’s request, be provided to any Person that is a Subsidiary of Recipient (and to the extent Services are so provided, references to “Recipient” (and related references) shall be construed accordingly as the context requires) and (ii) Provider may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Affiliates to provide or procure such Services (and, to the extent Services are so provided, references to “Provider” (and related references) shall be construed accordingly as the context requires), which Affiliates it may change at its discretion from time to time; provided that Provider shall remain responsible for the performance of such Affiliates. With respect to Services provided to, or procured on behalf of, any Subsidiary of Recipient, Recipient agrees to pay on behalf of such Subsidiary, or cause such Subsidiary to pay, all amounts payable by or in respect of such Services pursuant to this Agreement.
(c) Except for the Services expressly contemplated to be provided in accordance with this Section 2.01, Provider shall have no obligation under this Agreement to provide any services to the Recipient Group. Provider agrees to consider in good faith any requests by Recipient for the provision of any additional services. Any such additional services that Provider agrees to provide will be on such terms and conditions (including pricing) as the parties shall mutually and reasonably agree.
Purchase and Sale of Services. SECTION 2.01. Purchase and Sale of Services.................................. 4 SECTION 2.02.
Purchase and Sale of Services. Section 2.01. Purchase and Sale of Services 6 Section 2.02. Subsidiaries 6 Section 2.03. No Additional Services 6 Section 2.04. Services Provided by Recipient 6 Section 2.05. Third Party Licenses and Consents 7 SERVICE COSTS; OTHER CHARGES Section 3.01. Service Costs Generally 7 Section 3.02. Taxes 7 Section 3.03. Invoicing and Settlement of Costs 8 THE SERVICES Section 4.01. Standards of Service 8 Section 4.02. Changes to the Services 9 Section 4.03. Management of Services By Provider 9 Section 4.04. Operating Committee 9 Section 4.05. Disaster Recovery and BCP 10 DISCLAIMER, LIABILITY AND INDEMNIFICATION Section 5.01. EXCLUSION OF WARRANTIES 10 Section 5.02. Limitation of Liability 10 Section 5.03. Indemnification of Provider by Recipient 11 Section 5.04. Indemnification of Recipient by Provider 12 Section 5.05. Taxes 12 Section 5.06. Indemnification as Exclusive Remedy 12 Section 5.07. Conduct of Proceedings 12 Section 5.08. Notice of Certain Matters 12
Purchase and Sale of Services. During each Contract Year, SABINE shall make available to Customer, and Customer shall purchase and pay for in an amount equal to the Fee, the Services as described in Section 3.1(b).
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below:
(i) TMP agrees to provide to HHGI, or procure the provision to HHGI of, and HHGI agrees to purchase from TMP, the TMP Services; and
(ii) HHGI agrees to provide to TMP, or procure the provision to TMP of, and TMP agrees to purchase from HHGI, the HHGI Services.
(b) Unless otherwise specifically agreed by TMP and HHGI, the TMP Services to be provided or procured by TMP hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, HHGI prior to the Distribution Date, and the HHGI Services to be provided or procured by HHGI hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, TMP prior to the Distribution Date.
(c) It is understood that:
(i) TMP Services to be provided to HHGI under this Agreement shall, at HHGI's request, be provided to Subsidiaries of HHGI, and TMP may satisfy its obligation to provide or procure TMP Services hereunder by causing one or more of its Subsidiaries to provide or procure such TMP Services;
(ii) HHGI Services to be provided to TMP under this Agreement shall, at TMP's request, be provided to Subsidiaries of TMP, and HHGI may satisfy its obligation to provide or procure HHGI Services hereunder by causing one or more of its Subsidiaries to provide or procure such HHGI Services;
(iii) with respect to TMP Services provided to, or procured on behalf of, any Subsidiary of HHGI, HHGI agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such TMP Services pursuant to this Agreement; and
(iv) with respect to HHGI Services provided to, or procured on behalf of, any Subsidiary of TMP, TMP agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such HHGI Services pursuant to this Agreement.
Purchase and Sale of Services. On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs described below, Pitney Xxxxx agrees to:
(a) provide to Imagistics, or procure the provision to Imagistics of, and Imagistics agrees to purchase from Pitney Xxxxx, the transition services (the "Non-IT Services") as set forth on Schedule 1 (and the subschedules thereto), as such may be amended by the parties and any other services that (i) Imagistics, in the ordinary course prior to the Distribution Date, received in whole or in part from the Pitney Xxxxx Group or in reliance upon or in connection with Pitney Xxxxx' business (but, in the case of a service provided only in part by the Pitney Xxxxx Group, only to the extent such service was provided in the ordinary course by the Pitney Xxxxx Group prior to the Distribution Date); (ii) are provided to Imagistics pursuant to (i) above and are identified in writing by Imagistics to Pitney Xxxxx within forty-five days of the Distribution Date; or (iii) are reasonably necessary for Imagistics to conduct its operations as conducted in the ordinary course prior to the Distribution Date, consistent with the historical provision of such services and the other terms of this agreement, or otherwise upon pricing and other terms and conditions reasonably acceptable to both parties.
(b) provide to Imagistics, or procure the provision to Imagistics of, and Imagistics agrees to purchase from Pitney Xxxxx, the information technology, computing and telecommunications services (the "IT Services" and, together with the Non-IT Services, the "Services" and each, a "Service") as set forth on Schedule 2. Unless otherwise specifically agreed by Pitney Xxxxx and Imagistics, the IT Services to be provided or procured by Pitney Xxxxx hereunder shall be substantially similar in scope, quality, and nature to those customarily provided to, or procured on behalf of, the Imagistics Group prior to the Distribution Date and shall include IT Services that (i) Imagistics, in the ordinary course prior to the Distribution Date, received in whole or in part from the Pitney Xxxxx Group; (ii) are identified in writing by Imagistics to Pitney Xxxxx within forty-five days of the Distribution Date; or (iii) are reasonably necessary for Imagistics to conduct its operations as conducted in the ordinary course prior to the Distribution Date, consistent with the historical provision of such services and the other terms of this agreement, or otherwise upon ...
Purchase and Sale of Services. On the terms and subject to the conditions set forth in this Agreement and in consideration of the Service Charges described below, ICN agrees to provide to Ribapharm, and Ribapharm agrees to purchase from ICN, the services described on Schedule I hereto and Ribapharm agrees to provide to ICN, and ICN agrees to purchase from Ribapharm certain regulatory affairs services. Unless otherwise specifically agreed by ICN and Ribapharm, the Services to be provided hereunder shall be substantially similar in scope, quality and nature to those provided prior to the Initial Public Offering and shall be performed by the same or similarly qualified personnel; provided, however, that the selection of personnel to perform the Services shall be at the reasonable discretion of the party providing the Service.
Purchase and Sale of Services. (a) On the terms and subject to the conditions of this Agreement and in consideration of the Service Costs, ASI agrees to provide to Logility, or to procure for the provision to Logility, and Logility agrees to purchase from ASI, the services described in Schedules I, II, and III (the "Services"). Unless otherwise specifically agreed by ASI and Logility, the Services to be provided or procured by ASI hereunder shall be substantially similar in scope, quality, and nature to those provided to, or procured on behalf of, Logility prior to the Closing Date.
(b) It is understood that (i) the Services to be provided to Logility under this Agreement will, at Logility's request, be provided to Subsidiaries of Logility, and (ii) ASI may satisfy its obligation to provide or procure Services hereunder by causing one or more of its Subsidiaries to provide or procure such Services. With respect to Services provided to, or procured on behalf of, any Subsidiary of Logility, Logility agrees to pay on behalf of such Subsidiary all amounts payable by or in respect of such Services.
Purchase and Sale of Services. Section 2.01.
Purchase and Sale of Services. (a) Supplier by itself or through its Affiliates agrees to provide to the Recipients, on the terms and subject to the conditions of this Agreement and in consideration of the Service Charges described below, the services described in Schedule I, Schedule II, and Section 1.2 (each individually a “Service” and collectively, the “Services”) for the period designated for each such Service set forth in Section 6.1.
(b) At any time following the Closing Date, the Parties may agree in writing to add to, delete or modify the Services set forth on Schedule I or Schedule II. The costs for Services that are added to Schedule I or Schedule II pursuant to this Section 1.1(b) shall be determined in accordance with Section 2.1.
(c) In performing its obligations under this Agreement, Supplier (or its Affiliates, as applicable) shall:
(i) provide the Services in a commercially reasonable manner that is, to the extent applicable, consistent with the manner in which they have been provided in the preceding twelve months and in accordance with the policies and procedures of Supplier in place as of the Closing Date;
(ii) subject to Section 3.1, maintain the necessary resources (human and technological) to provide the Services;
(iii) use commercially reasonable efforts to obtain the authorizations, memberships, licenses, approvals, consents or qualifications of any person as may be necessary for the performance of its obligations pursuant to this Agreement, including obtaining from third party providers all consents necessary to grant any sublicenses in connection with the performance of Services hereunder and maintain such authorizations, memberships, licenses, approvals, consents and qualifications in full force and effect.
(A) Any fee or extra cost charged to Supplier or its Affiliates by third party providers in connection with any such requested consents shall be paid directly by the Supplier and invoiced to the Recipient Representative at cost in accordance with Section 2.2. To the extent that a third party provider charges Recipients directly, Recipients may pay such third party providers directly and shall not be liable to Supplier for such amounts paid to third party providers.
(B) In the event that the consent of a third party provider, if required, is requested by Supplier and is not obtained within thirty (30) days following the Closing Date, Supplier shall notify Recipient Representative and shall cooperate with Recipient Representative to provide an alternate mean...
