Client Service Agreements Sample Clauses

Client Service Agreements. As to the Seller and to the Knowledge of the Seller as to any other party: (i) each Client Service Agreement is legal, valid, binding, enforceable and in full force and effect, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (ii) neither the Seller nor any other party to any Client Service Agreement is in material breach or default (including with respect to payment of fees and expenses or the giving of notices), and, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any Client Service Agreement; and (iii) no party to any Client Service Agreement has repudiated to the Seller any provision thereof or indicated to the Seller its intent to cancel such Client Service Agreement.
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Client Service Agreements. Except as set forth in Section 3.15 of the Disclosure Schedule as to the Sellers and to the Knowledge of the Sellers and the Principal Shareholder as to any other party: (i) each Client Service Agreement is legal, valid, binding, enforceable and in full force and effect; (ii) neither the Sellers nor to the Knowledge of the Sellers and the Principal Shareholder as to any other party to any Client Service Agreement is in breach or default (including with respect to payment of fees and expenses or the giving of notices), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any Client Service Agreement; and (iii) to the Knowledge of the Sellers and the Principal Shareholder no party to any Client Service Agreement has repudiated any provision thereof or indicated its intent to cancel such Client Service Agreement.
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Client Service Agreements. Except as set forth in Section 3.11 of the Disclosure Schedule, as to the Seller and each Subsidiary and to the Knowledge of the Seller as to any other party: (i) each Client Service Agreement is legal, valid, binding, enforceable and in full force and effect, in each case subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general application relating to or affecting creditors' rights and to general equity principles; (ii) neither the Seller nor any Subsidiary nor any other party to any Client Service Agreement is in material breach or default (including with respect to payment of fees and expenses or the giving of notices), and, no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, of any Client Service Agreement; and (iii) no party to any Client Service Agreement has repudiated to the Seller any provision thereof or indicated to the Seller its intent to cancel such Client Service Agreement.
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Client Service Agreements. Before activating the LIFECOMM Connectivity Service, AMAC will require, or will require that the applicable third party distribution channel require, that each Client enters into a binding, written service agreement that contains terms materially equivalent to those set forth in Attachment E, as may be amended by LIFECOMM in its reasonable discretion at any time. AMAC will diligently enforce, or will require that the applicable third party distribution channel diligently enforce, each such agreement and will immediately notify LIFECOMM if AMAC becomes aware of any material breach of any such agreement relating to the Device, LIFECOMM Connectivity Service, Mobile PERS Web Application Services or the LIFECOMM Mobile PERS API. [***] denotes language for which American Medical Alert Corp. has requested confidential treatment pursuant to the rules and regulations of the Securities Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission.
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Client Service Agreements. Before activating the LIFECOMM Connectivity Service, AMAC will require, or will require that the applicable third party distribution channel require, that each Client enters into a binding, written service agreement that contains terms materially equivalent to those set forth in Attachment E, as may be amended by LIFECOMM in its reasonable discretion at any time. AMAC will diligently enforce, or will require that the applicable third party distribution channel diligently enforce, each such agreement and will immediately notify LIFECOMM if AMAC becomes aware of any material breach of any such agreement relating to the Device, LIFECOMM Connectivity Service, Mobile PERS Web Application Services or the LIFECOMM Mobile PERS API.
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Related to Client Service Agreements

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Service Agreements Manager shall negotiate and execute on behalf of Owner such agreements which Manager deems necessary or advisable for the furnishing of utilities, services, concessions and supplies, for the maintenance, repair and operation of the Property and such other agreements which may benefit the Property or be incidental to the matters for which Manager is responsible hereunder.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Service Agreement The Trustees may in their discretion from time to time enter into service agreements with respect to one or more Series or Classes of Shares whereby the other parties to such Service Agreements will provide administration and/or support services pursuant to administration plans and service plans, and all upon such terms and conditions as the Trustees in their discretion may determine.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Customer Agreements In addition to other provisions hereof, MBC ------------------- shall not distribute any Cooperative Application or MBC Product to any Person unless MBC shall have first notified and required such Person to execute a customer agreement: (i) provided by InterTrust; or (ii) provided by MBC that (a) has been previously approved in writing by InterTrust and (b) is in accordance with the terms of this Section 6.2 (the "Customer Agreement"). The ------------------ terms of such Customer Agreement relating to InterTrust Technology may be amended from time to time by InterTrust as may be reasonably necessary to protect InterTrust's rights hereunder, but solely for subsequent executions of such Customer Agreement and as herein provided. The Customer Agreement shall contain, at minimum and as relevant hereunder, terms that: (1) notify MBC customers of the restrictions on MBC's rights with respect to performing Clearinghouse Functions, granting sublicenses, and otherwise restricting the rights of such customers with respect to use of the MBC Product or Cooperative Application, as applicable, especially the InterTrust Technology incorporated therein; (2) prohibit customers from disassembling, modifying or reverse engineering any portion of the InterTrust Technology incorporated in the MBC Product or Cooperative Application; (3) stipulate that such customer has no right to use the MBC Product or Cooperative Application to engage in or perform any Clearinghouse Functions whatsoever without InterTrust's express authorization pursuant to a written license agreement directly between such customer and InterTrust; (4) prohibit such customer from using the Cooperative Application or MBC Product to make and/or exploit any commercial product other than a Vertical Application; (5) provide that the Customer Agreement is to and for InterTrust's benefit and may be enforced by InterTrust at its discretion; and (6) contain such other provisions as stipulated herein. MBC agrees that to the extent any form of Customer Agreement might be deemed to be unenforceable or otherwise ineffective in any jurisdiction, MBC shall substitute other forms of Customer Agreements, or take other actions, as reasonably specified by InterTrust, including, for example, specifying other generally accepted, legally effective forms of Customer Agreement, if such exists for a given jurisdiction, in order to provide InterTrust with legally enforceable protection contemplated hereunder, including protection against implied licenses and claims of patent exhaustion relating to InterTrust Technology. MBC agrees and acknowledges that MBC's performance of its obligations hereunder is necessary for InterTrust to adequately protect its Intellectual Property Rights made available hereunder, and such performance shall constitute a condition precedent to the licenses granted under Article 5 hereof.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Banking Services and Swap Agreements Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

  • Services Agreement The Company has entered into the Services Agreement with the Sponsor pursuant to which the Sponsor will make available to the Company general and administrative services including office space, utilities and secretarial support for the Company’s use for $10,000 per month, subject to adjustment as provided for in the Services Agreement. Prior to the consummation of a Business Combination, the Company shall not enter into any other arrangement for the provision of such services with any Insider that will require the Company to pay in excess of $10,000 per month for such services.

  • Cash Management Services Funds received by Transfer Agent in the course of performing its services hereunder will be held in demand deposit bank accounts or money market fund accounts in the name of Transfer Agent (or its nominee) as agent for the Funds.

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