Payment for Disentanglement Services Sample Clauses

Payment for Disentanglement Services. Symetra shall be required to pay (at the Service Rates, unless other rates are then agreed to by the Parties) for any Disentanglement Services that are both outside the scope of the Services and cannot be accomplished by the Substantially Dedicated Resources without adversely impacting ACS’ ability to comply with the SLRs. Notwithstanding the foregoing: (a) the ACS Key Personnel shall exercise all commercially reasonable efforts to minimize the costs and expenses associated with such Disentanglement services; and/or (b) Symetra may require ACS to re-focus the work efforts of the Substantially Dedicated Resources toward Disentanglement activities and waive any resulting failure of ACS to comply with the SLRs. ACS shall not: (y) in anticipation of sending or receiving a Termination Notice or the expiration of the Term, reduce the number of Substantially Dedicated Resources, nor change the identities of the Substantially Dedicated Resources; or (z) without Symetra’s prior written consent, reduce the number, or change the identities, of the Substantially Dedicated Resources during the Disentanglement Period. For purposes of this Agreement, “Substantially Dedicated Resources” means those employees, agents and/or contractors of ACS and/or its Subcontractors that dedicate fifty percent (50%) or more of their work time to providing Services to Symetra and/or the Affiliates of Symetra, all of whom shall be identified periodically by ACS pursuant to the requirements set forth in Section 3.1.2.
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Payment for Disentanglement Services. The Client shall pay for all Disentanglement Services if this Agreement or any portion thereof is terminated for any reason except a material breach by Vendor.
Sample 1
Payment for Disentanglement Services. The County shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by County, or County’s exercise of its rights to terminate for convenience. Contractor shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Contractor. Contractor shall provide an estimate to County of the number of FTE (full time equivalent) hours (and the applicable billing rate) required to perform the tasks comprising the Disentanglement as set forth in the Disentanglement Transition Plan. County and Contractor shall negotiate in good faith and arrive at an agreement for such costs. Notwithstanding the foregoing, Contractor shall use commercially reasonable efforts to utilize its existing staff to perform all Disentanglement tasks without requiring additional FTEs and at no additional cost to County.
Sample 1
Payment for Disentanglement Services. Client shall pay all Disentanglement Services fees if this Agreement is terminated as a result of a material breach by Client, an unresolved force majeure event, or Client’s exercise of its rights to terminate for convenience. Provider shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Provider. For clarity, Disentanglement Services will be performed at no additional cost unless such tasks require, in Provider’s reasonable discretion, the use of additional resources beyond the Provider Personnel assigned to perform the ‘steady state’ Services, in which case, such additional resources and rates will be set forth in the Disentanglement Transition Plan and subject to Client approval.
Sample 1
Payment for Disentanglement Services. The County shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by County, or County’s exercise of its rights to terminate for convenience. Contractor shall pay for all Disentanglement Services if this Agreement is terminated as a result of a material breach by Contractor. Contractor shall provide an estimate to County of the number of FTE (full time equivalent) hours (and the applicable billing rate) required to perform the tasks comprising the Disentanglement as set forth in the Disentanglement Transition Plan. County and Contractor shall negotiate in good faith and arrive at an agreement for such costs. Notwithstanding the foregoing, Contractor shall use commercially reasonable efforts to utilize its existing staff to perform all Disentanglement tasks without requiring additional FTEs and at no additional cost to County. LIMITATION OF LIABILITY Limitation on Amount of the County’s Liability THE AGGREGATE CUMULATIVE MONETARY LIABILITY OF THE COUNTY GLOBALLY (INCLUSIVE OF AFFILIATES OF COUNTY) FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT, NOTWITHSTANDING THE FORM IN WHICH ANY SUCH ACTION IS BROUGHT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE (IT BEING THE UNDERSTANDING OF THE PARTIES THAT IDENTIFYING THE "FIRST" CLAIM WILL ESTABLISH THE BEGINNING POINT FOR ANY SUCH PERIOD DESCRIBED HEREIN).
Sample 1
Payment for Disentanglement Services. If DSHS terminates this Agreement, or any part thereof, for convenience, or if the Contractor terminates this Agreement, or any portion of it, due to a material default by DSHS, or if this Agreement expires without renewal, then DSHS will pay the applicable fees associated with Disentanglement. If DSHS terminates this Agreement, or any part thereof, due to a material breach or an Event of Default by the Contractor, then the Contractor will pay the applicable fees associated with Disentanglement.
Sample 1

Related to Payment for Disentanglement Services

  • Development Services During the term of this Agreement, the Provider agrees to provide to or on behalf of the Port the professional services and related items described in Exhibit A (collectively, the “Development Services”) in accordance with the terms and conditions of this Agreement. The Provider specifically agrees to include at least one Port representative in any economic development negotiations or discussions in which the Provider is involved concerning (i) a port-related business prospect or (ii) a business transaction which will ultimately require Port involvement, financial or otherwise.

  • Payment for Services Contractor shall exert reasonable and diligent efforts to collect prompt payment from the Commonwealth. Contractor shall pay Subcontractor in proportion to amounts received from the Commonwealth which are attributable to the Services performed by Subcontractor. Contractor shall pay Subcontractor within fourteen (14) days after the Contractor receives such payment from the Commonwealth, unless the parties expressly agree upon a different payment schedule or structure as set forth below: ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

  • Outplacement Services The Executive shall receive reasonable outplacement services, on an in-kind basis, suitable to his position and directly related to the Executive’s Involuntary Termination, for a period of eighteen (18) months following the date of the Involuntary Termination, in an aggregate amount of cost to the Company not to exceed $50,000. Notwithstanding the foregoing, the Executive shall cease to receive outplacement services on the date the Executive accepts employment with a subsequent employer. Such outplacement services shall be provided in a manner that complies with Treasury Regulation Section 1.409A-1(b)(9)(v)(A).

  • Asset Management Services (i) Real Estate and Related Services:

  • 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.

  • Employment Services The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Chief Operating Officer of the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Company’s affairs and the performance of his duties hereunder.

  • Exit Services The following services will be provided upon receipt of a Termination Notice to exit from this Service. Service # Service Name Description of Service Service Charge ($/hour) IT-Infinium-04 Infinium Migration Service Provider will make commercially reasonable best efforts to assist Service Receiver in exiting of this agreement. These efforts include: • Support of data extraction requests from the Service Receiver • Providing Subject Matter Expertise in helping the Service Receiver understand current state data schema and configuration details Time and Materials Based on Additional Pricing Section IT-Infinium-05 Infinium Knowledge Transfer Service Provider will provide the following knowledge transfer services: • Existing non-sensitive documentation maintained by the Service Provider will be given to the Service Receiver as it relates to the Infinium Application and related interfaces Time and Materials Based on Additional Pricing Section

  • ADMINISTRATION SERVICES When a medical prescription drug is administered by infusion, the administration of the prescription drug may be covered separately from the prescription drug. See Infusion Therapy - Administration Services in the Summary of Medical Benefits for benefit limits and the amount you pay. Prescription drugs that are self-administered are not covered as a medical benefit but may be covered as a pharmacy benefit. Please see Pharmacy Prescription Drugs and Diabetic Equipment or Supplies – Pharmacy Benefits section above for additional information. Site of Care Program For some medical prescription drugs, after the first administration, coverage may be limited to certain locations (for example, a designated outpatient or ambulatory service facility, physician’s office, or your home), provided the location is appropriate based on your medical status. For a list of medical prescription drugs that are subject to this Site of Care Program, visit our website. Preauthorization may be required to determine medical necessity as well as appropriate site of care. If we deny your request for preauthorization, or you disagree with our determination for the appropriate site of care, you can submit a medical appeal. See Appeals in Section 5 for information on how to file a medical appeal.

  • Management Services The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

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