Retained Services. The Parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement, continue to provide on its own behalf (i) those administrative services described in Schedule B, (ii) those administrative services that the Company is required by Applicable Law to perform without the Administrator or a third party acting on its behalf and (iii) the preparation of accounting reports, tax returns, guaranty fund reports, and other reports and certifications contemplated in Articles XI and XII, in each instance, where applicable, based on information with respect to the LBL Contracts and Vermont Captive Contracts provided by the Administrator as contemplated therein (collectively, the “Retained Services”), in each case, (i) in accordance with the applicable terms of this Agreement, (ii) in compliance with Applicable Law, (iii) in a professional, competent and workmanlike manner, with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances, and (iv) at a level no lower than the service standards applied by the Company to other comparable insurance business administered by the Company for its own account. The Administrator shall have no obligation to provide such Retained Services but shall provide assistance with respect to the Administered Business reasonably requested by the Company in connection therewith in a timely manner to enable the Company to perform such Retained Services. The Company shall not be deemed to be in breach of this Agreement as a result of any failure to perform, or inadequacy in the performance of, Retained Services hereunder to the extent the performance of such Retained Services is reasonably dependent upon Administrative Services or the performance by the Administrator or its Affiliates of their obligations under the Transaction Agreements that have not been performed. The Administrator shall promptly reimburse the Company for any documented and reasonable out-of-pocket costs or expenses incurred by it in the performance of the Retained Services to the extent (a) such Retained Services (1) relate solely to the Administered Business but not the Company Business, (2) do not constitute entity-level services required to be performed by or on behalf of the Company and (3) are not in the ordinary course of business of the Company, and (b) such out-of-pocket costs and expenses in aggregate exceed ...
Retained Services. The Parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement, continue to provide on its own behalf (i) those administrative services that the Company is required by applicable Law to perform without the Administrator or a third party acting on its behalf and (ii) the preparation of accounting reports, Tax Returns, guaranty fund reports, and other reports and certifications contemplated in Articles XI and XII, in each instance, where applicable, based on information with respect to the Reinsured Contracts provided by the Administrator as contemplated therein (collectively, the “Retained Services”), in each case, (w) in accordance with the applicable terms of this Agreement, (x) in compliance with applicable Law, (y) in a professional, competent and workmanlike manner, with the skill, diligence and expertise that would reasonably be expected from experienced and qualified personnel performing such duties in like circumstances, and (z) at a level no lower than the service standards applied by the Company to other comparable insurance business administered by the Company for its own account. The Administrator shall have no obligation to provide such Retained Services but shall provide assistance with respect to the Administered Business reasonably requested by the Company in connection therewith in a timely manner to enable the Company to perform such Retained Services. The Administrator shall promptly reimburse the Company for any documented and reasonable out-of-pocket costs or expenses incurred by it in the performance of the Retained Services.
Retained Services. Client will retain responsibility for all tasks and activities as set forth in the Agreement and Schedule A to this Service Agreement.
Retained Services. Sublessor shall provide the following services to the Building (collectively the "Retained Services"); (a) security for the lobby of the Building, (b) interior Building cleaning services, and (c) trash removal services. Sublessor shall arrange for the cleaning of the subleased premises and the common areas of the Building in accordance with the cleaning specifications attached hereto as EXHIBIT C. Sublessor will provide security services to the lobby of the Building in accordance with the security specifications set forth on EXHIBIT D hereto. Notwithstanding the foregoing, Sublessor may at any time without the prior consent of Subtenant but upon five (5) days prior notice to Subtenant, arrange for Landlord to perform all or part of the Retained Services.
Retained Services. Cord Partners agrees to compensate Gecko Media for services listed hereunder, in accordance with the following schedule: April 1, 2006 through Termination of Agreement: $10,000.00 per calendar month
Retained Services. The parties hereby agree that, notwithstanding anything herein to the contrary, each Company shall, for the term of this Agreement, continue to provide on its own behalf (i) those administrative services necessary or appropriate with respect to the Administered Contracts and Accounts that are reasonably determined by the Administrator to be required under Applicable Law to be performed by such Company (except that, if such Company reasonably disagrees with such determination by the Administrator, then the Relationship Managers shall meet to resolve such disagreement in good faith and, if they are unable to do so, either party shall be entitled to seek to resolve the dispute pursuant to Section 21.1 and, if the dispute cannot be resolved pursuant to such Section, then pursuant to Sections 21.2 through 21.10); (ii) the preparation of accounting reports, Tax returns, guaranty fund reports, actuarial reports and other reports and certifications contemplated in Articles XII and XIII, in each instance based on information provided by the Administrator as contemplated therein; and (iii) any services expressly contemplated to be provided by either of the Companies hereunder (collectively, the “Retained Services”), in each case, in accordance with Applicable Law, and that the Administrator shall have no obligation to provide the Retained Services.
Retained Services. During the Term (as defined below), Consultant will provide the Company the consulting services set forth in this Section 1 (collectively, the “Services”). More specifically, Consultant agrees to use reasonable efforts to (1) provide an efficient transition of the Company’s business following the Acquisition, and (2) ensure continuity of personnel and the business enterprise, including by, to the extent reasonably requested by the Company from time to time: (i) providing bid and proposal support, transfer of knowledge of corporate infrastructure, general knowledge transfer, transition of customer relationships, and like support activities; (ii) providing advice and guidance in order to ensure continuity of current operations; (iii) providing the Services with all due care, skill and ability and using his reasonable efforts to promote the interests of the Company;
Retained Services. The parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement continue to provide on its own behalf (i) those administrative services necessary or appropriate with respect to the XXXX Contracts, the XXXX Separate Accounts, the Reinsured Contracts and the Assumed NYB 62129828 03340 00004
Retained Services. Cord Partners agrees to compensate Gecko Media for services listed hereunder, in accordance with the following schedule: March '04 - $5,000.00 per calendar month April '04 - $5,000.00 per calendar month May '04 - $5,000.00 per calendar month June '04 through Termination of Agreement: $10,000.00 per calendar month In the near future, Cord Partners intends to complete a transaction pursuant to which all of the issued and outstanding shares of common stock of Cord Partners will be acquired and thereafter owned by another corporation (the "Holding Company"). If such transaction is completed, then Cord Partners will cause the Holding Company to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $0.25 per share in year one and to issue options to purchase 150,000 shares of common stock of the Holding Company at an exercise price of $1.00 per share in year two to Gecko Media.
Retained Services. The parties hereby agree that, notwithstanding anything herein to the contrary, the Company shall, for the term of this Agreement continue to provide on its own behalf (i) those administrative services necessary or appropriate with respect to the Lincoln VA Contracts and the Lincoln Separate Account that are reasonably determined by the Administrator to be required under Applicable Law to be performed by the Company and (ii) the preparation of accounting reports, tax returns, guaranty fund reports, actuarial reports and other reports and certifications contemplated in Articles X and XI, in each instance based on information provided by the Administrator as contemplated therein (collectively, the “Retained Services”), in each case, in accordance with Applicable Law, and that the Administrator shall have no obligation to provide such services.
