TSA Services definition
Examples of TSA Services in a sentence
The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for the TSA Services (other than claims arising from willful misfeasance, bad faith or gross negligence on the part of a Party hereto in the performance of such Party’s duties in respect of the TSA Services) for any breach of any agreement or obligation set forth herein or otherwise relating to the TSA Services, shall be pursuant to the indemnification provisions set forth in this Article VII.
Parties (i) to discuss changes to the TSA Services Schedules in good faith between signing and closing and (ii) to make such changes thereto to the extent reasonably necessary or appropriate for the continued operation of the Vowst Business following Closing.
For so long as the HSSG TSA Services, HS Spain TSA Services or Hong Kong Services, as applicable, are being performed under this Agreement, Harbor will facilitate and process the return of Products purchased pursuant to such services; provided that neither Spinco nor any of its Affiliates shall have the right to return any Product if such Product is not returnable pursuant to the underlying Sourcing Contract.
Prior to the Closing, GPI by delivering notice to Transferor may elect as Services under the Transition Services Agreement any Potential TSA Services, and upon such election such Potential TSA Services shall be deemed included on Schedule I to the Transition Services Agreement except to the extent such notice is revoked by GPI prior to Closing.
Once Existing Traffic is converted to Existing TSA Services on the Overlay Network, the rate at which such Existing TSA Services shall be deducted from the Prepaid Amount shall be equal to the rates set forth in the TSA.
Notwithstanding the foregoing, the provision of all TSA Services (except for Additional Services) by each Service Provider is deemed to comply with such Service Provider's Policies and procedures in effect as of the Effective Date.
Each Party shall make and keep books and records with respect to the provision of the TSA Services in accordance with such Party's respective practices and procedures in the ordinary course of business from time to time.
Service Provider shall limit such access to its employees with a bona fide need to have such access in connection with the provision of the TSA Services, and shall follow all of Recipient's applicable written security rules and procedures previously provided by Recipient to Service Provider in writing.
Therefore, in addition to, and not in limitation of, any other remedy available to either party, Service Recipient shall be entitled to specific performance of only such TSA Services, knowledge transfer activities, or separation or segregation activities that meet the foregoing criteria and immediate injunctive relief, without the necessity of (i) proving the inadequacy of money damages as a remedy or (ii) posting a bond.
If Service Provider (including its Affiliated Companies and Subcontractors engaged in providing the TSA Services) is unable to fulfill the TSA Services during the term of this Agreement due to an event of Force Majeure, it shall be released from its obligations in connection with and for the duration of such interruption.