Telematics Services Proposed by HTI Sample Clauses

Telematics Services Proposed by HTI. With respect to Additional Services or WiMax Services proposed in writing from time to time by HTI which services are to be provided using the HTI Telematics Communicator, an Other Telematics Communicator or those LCT Communicators which are referred to in the last sentence of Section 4(c), HTI (as opposed to other third party suppliers) shall have the right to provide such Additional Services or WiMax Services to Enabled Vehicles if MBUSA consents on a case-by-case basis to the provision by HTI of such telematics service via the HTI Telematics Communicator. MBUSA will in good faith review each such written proposal made by HTI pursuant to the preceding sentence and decide within *** days from the receipt of such written proposal whether it will consent to the provision of such service by HTI or whether it will withhold its consent based on ***, which basis shall be described in writing to HTI. Upon the issuance of such consent, if any, HTI and MBUSA shall negotiate in good faith the *** terms for the provision of such Additional Service or WiMax Service, as applicable, by HTI. If HTI and MBUSA agree on such terms, a description of the Additional Service or WiMax Service, as applicable, and the terms applicable to such Additional Service or WiMax Service, as applicable, and not otherwise contained in this Agreement shall be set forth in an amendment to this Agreement (which amendment shall include any mutually agreed upon amendments to Section 14). ***. If MBUSA has declined to permit HTI to provide an Additional Service or WiMax Service pursuant to this Section 2(h)(i) and subsequently determines that it would like to have such Additional Service or WiMax Service available in MCG Vehicles or LCT Enabled Vehicles, MBUSA shall comply with the procedures set forth in Section 2(h)(iii) with respect to the awarding of such Additional Service or WiMax Service ***.
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Telematics Services Proposed by HTI. With respect to each Additional Service or WiMax Service proposed in writing from time to time by HTI which is a WiMax Service or involves the use of Embedded Cellular Technology, such Additional Service or WiMax Service shall become an Approved Additional Service to DCC Vehicles if DCC consents on a case-by-case basis to the provision by HTI of such telematics service via the HTI Telematics Communicator. DCC will in good faith review each such proposal made by HTI pursuant to the preceding sentence, which proposal shall contain all information reasonably necessary for DCC to fully evaluate HTI’s proposal (***) and will decide within *** from the receipt of such proposal whether it will consent to the provision of such service by HTI or whether it will withhold its consent based on a ***, in which case ***, the Parties shall set forth a description of the Additional Service or WiMax Service and the terms applicable to such Additional Service or WiMax Service and not otherwise contained in this Agreement in an amendment to this Agreement.

Related to Telematics Services Proposed by HTI

  • Services Provided ON AN ONGOING BASIS, IF APPLICABLE.

  • Products and Services Part 2.9(a) of the Disclosure Schedule accurately identifies and describes each Company Product currently being designed, developed, manufactured, marketed, distributed, provided, licensed, or sold by the Company.

  • The Services Custodian shall provide to the Funds the services described in Exhibit A attached hereto (which services are hereinafter referred to as the “Services”). The Funds shall, promptly after the date hereof, deliver or cause to be delivered to Custodian copies of all documents and information listed on Schedule II to this Loan Servicing Agreement relating to the loans or loan commitments (the “Loans”) being serviced for the loan portfolio(s) described on Exhibit A-1 (the “Portfolio(s)”).

  • Services Provided by Party A 1.1 Party B hereby appoints Party A as Party B’s exclusive services provider to provide Party B with comprehensive technical support, consulting services and other services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, including but not limited to the follows:

  • TAX SUPPORT SERVICES BNY Mellon shall provide the following tax support services for each Fund:  Provide various data and reports as agreed upon in the SLDs to support TRP’s tax reporting and tax filing obligations, including: · Wash sales reporting; · QDI reporting; · DRD reporting; · PFIC analysis; · Straddle analysis; · Paydown adjustments; · Equalization debit adjustments · Tax compliance under §851, §817(h); · Foreign bond sale analysis (§988); · Troubled debt analysis; · Estimation of income for excise tax purposes; · Swap analysis; · Inflation adjustments; · §1256 adjustments; · Market discount analysis; OID adjustments; · CPDI analysis; · Shareholder tax reporting information (e.g. FTC, UGG income, foreign source income by country, exempt income by state);  Provide data, and reports based on such data, maintained by BNY Mellon on its fund accounting platform as reasonably requested by TRP to support TRP’s obligations to comply with requests from tax authorities and TRP’s tax reporting and tax filing obligations.  Assist with other tax-related data needs as mutually agreed upon in writing from time-to-time.

  • TECHNICAL SUPPORT SERVICES 2.1 The technical support services (the "Services"): Party A agrees to provide to Party B the relevant services requested by Party B, which are specified in Exhibit 1 attached hereto ("Exhibit 1").

  • New Services (a) From time to time during the term of this Agreement, either Party may request the other Party to provide additional or different services which such other Party is not expressly obligated to provide under this Agreement (excluding, for the avoidance of doubt, any Additional Services or Service Increases, the “New Services”). The Party receiving such request shall consider such request in good faith; provided, however, that no Party shall be obligated to provide any New Services, including because, after negotiations between the Parties pursuant to Section 2.04(b), the Parties fail to reach an agreement with respect to the terms (including the Service Charges) applicable to the provision of such New Services.

  • Services Unique It is agreed that the services to be rendered by Employee hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law and that a breach by Employee of any of the provisions contained herein will cause the Company irreparable injury and damage. Employee expressly agrees that the Company shall be entitled to injunctive or other equitable relief to prevent a breach hereof. Resort to any such equitable relief shall not be construed as a waiver of any of the rights or remedies which the Company may have against Employee for damages or otherwise.

  • Support Services Other than the assistance provided in the Information, the BNPP Entities do not offer any support services in connection with the Software.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

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