Transferred SOWs Sample Clauses

Transferred SOWs. (i) For each Transferred SOW, the Customer Group will pay the Fees set forth in such Transferred SOW. Transferred SOWs for fixed-price Project work are not subject to any of the price reductions described in this Agreement. (ii) During the third year of the Initial Term and each year of the Initial Term thereafter, the prices in Transferred SOWs other than those for fixed-price Project work shall be adjusted by multiplying the prices by the Inflation Factor for the previous year. For example, if the Inflation Factor calculated as the change between 2006 and 2005 is an increase of two percent (2%), prices for 2007 shall be adjusted upward by two percent (2%). (iii) Such adjustment shall take place within sixty (60) days after January 1 of each year, but shall be retroactive to January 1 with an adjustment payment or invoice made at the time of the adjustment to reflect any difference between any amounts actually [[[***]]] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. paid or invoiced and those that should have been paid or invoiced at the retroactively adjusted rates. (iv) To the extent not otherwise expressly set forth in a Transferred SOW or otherwise agreed upon by the parties that are signatories to a Transferred SOW, the Fees under a Transferred SOW will be reduced or increased on a pro rata basis for any reductions or increases in the volume of Services provided under such Transferred SOW. (v) One hundred percent (100%) of the fees paid by the Customer Party under this Agreement with respect to each Transferred SOW shall be paid by Provider to the Affiliated Provider performing services under that Transferred SOW.
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Transferred SOWs. During the six (6) month period beginning on the Effective Date, Provider and the Customer Party will review each Transferred SOW to identify Performance Standards and associated metrics that will be considered “critical” which will then become the Critical Performance Standards for that Transferred SOW. If Provider and the Customer Party fail to agree on Critical Performance Standards, Customer Group may choose at its reasonable discretion up to six (6) metrics of those processes being measured immediately before the Effective Date, unless the complexity of the process or the regulatory requirements associated with such process reasonably requires establishing a greater number of metrics, and the Critical Performance Standards will be set at the average of Provider’s performance of such metrics during the twelve (12) months prior to the Effective Date (which average will exclude the two (2) highest and two (2) lowest monthly measures); provided, however, that for any such process (i) that has not existed for at least twelve (12) months prior to the Effective Date or (ii) for which performance data is not available as of the Effective Date, the Critical Performance [[[***]]] CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND FILED SEPARATELY WITH THE COMMISSION. Standards will be established as the Performance Standards actually being achieved in respect of such process as of the Effective Date.
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Transferred SOWs. (a) Existing Commitments. (i) There shall be no adjustments during the Term to Transferred SOWs for fixed-price Project work with respect to price or Transaction Productivity. (ii) Subject to the 2005 Pricing Adjustment, for work other than fixed-price Project work, Provider will provide the Customer Group all Transaction Productivity payments or Fee adjustments agreed upon with respect to the Transferred SOWs. (iii) Except as set forth in Section 9.1(a)(ii) (Fees) and this Section 7.1(a), pricing for the Transferred SOWs at the time of Effective Date shall be fixed at the prices in effect after application of the 2005 Pricing Reduction and shall not change during the MVC Term for those Transferred SOWs with a five (5) year term.
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Related to Transferred SOWs

  • Transferred Assets (i) From the Closing Date to the Effective Date, OLS sold and/or contributed, assigned, transferred, and conveyed to the Depositor, and the Depositor acquired from OLS, without recourse except as provided under the Original Receivables Sale Agreement, all of OLS’s right, title and interest, whether now owned or hereafter acquired, in, to and under each Receivable (1) in existence on the Closing Date and in existence on any Business Day after the Closing Date and prior to the Effective Date that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (the “Initial Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the Uniform Commercial Code in effect in all applicable jurisdictions (the “UCC”)), together with all rights of OLS to enforce such Initial Receivables (collectively, the “Original Transferred Assets”). (ii) Commencing on the Effective Date, and until the opening of business on the MSR Transfer Date for each Designated Servicing Agreement, pursuant to the Purchase Agreement, OLS will sell to HLSS, for a cash purchase price equal to 100% of the Receivable Balances thereof, (1) each Receivable, in existence on any Business Day on or after the Effective Date and until the opening of business on the related MSR Transfer Date, that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“OLS Additional Receivables”) for which the MSR Transfer Date has not yet occurred, and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC), together with all rights of HLSS to enforce such OLS Additional Receivables (collectively, the “OLS Transferred Assets”). (iii) Commencing on the Effective Date, and until the close of business on the Receivables Sale Termination Date, subject to the provisions of this Agreement, HLSS, as receivables seller, hereby sells and/or contributes, assigns, transfers, and conveys to the Depositor, and the Depositor acquires from HLSS, without recourse except as provided herein, all of HLSS’s right, title and interest, whether now owned or hereafter acquired, in, to and under (1) each Receivable in existence on any Business Day on or after the Effective Date and prior to the Receivables Sale Termination Date (including the OLS Additional Receivables) that arises under any Servicing Agreement that is listed as a “Designated Servicing Agreement” on the Designated Servicing Agreement Schedule as of the date such Receivable is created (“Additional Receivables”), and (2) all monies due or to become due and all amounts received or receivable with respect thereto and all proceeds (including “proceeds” as defined in the UCC) (including the OLS Transferred Assets), together with all rights of HLSS to enforce such Additional Receivables (collectively, the “Transferred Assets”). Until the Receivables Sale Termination Date, HLSS shall, automatically and without any further action on its part, sell and/or contribute, assign, transfer and convey to the Depositor, on each Business Day, each Additional Receivable not previously transferred to the Depositor and the Depositor shall purchase each such Additional Receivable together with all of the other Transferred Assets related to such Receivable.

  • Transfer Timing (A) The final paragraph of Paragraph 3(a) shall be deleted and replaced with the following: “Subject to Paragraph 4, and unless otherwise specified, any transfer of Eligible Credit Support or Equivalent Credit Support (whether by the Transferor pursuant to Paragraph 2(a) or by the Transferee pursuant to Paragraph 2(b)) shall be made not later than the close of business on the Settlement Day.” (B) The definition of Settlement Day shall be deleted and replaced with the following: “Settlement Day” means the next Local Business Day after the Demand Date”.

  • Transferred Contracts (a) Schedule 2.1(a)(i) sets forth as of the date hereof the Transferred Contracts (including all modifications, amendments and supplements thereto and waivers thereunder) of the Seller or its Subsidiaries. (b) Section 3.10(b) of the Disclosure Schedule describes any third-party supplier and vendor arrangements of the Seller used to service any of the Purchased Assets and Assumed Liabilities. (c) Each Transferred Contract is valid, binding and enforceable against the Seller or its Subsidiaries, as applicable, and, to the Seller’s Knowledge, the counterparties thereto in accordance with its terms, and is in full force and effect. Except as set forth on Section 3.10(c) of the Disclosure Schedule, the Seller or its Subsidiaries, as applicable, has performed in all material 19 respects all material obligations required to be performed by it under, is not in material default, breach or violation of, or received notice or demand alleging that it has breached, any Transferred Contract to which it is a party and, as of the date hereof, to the Seller’s Knowledge, no counterparty thereto is in material default, breach or violation of any Transferred Contract. To the Seller’s Knowledge, no event has occurred which, with notice, or lapse of time, or both, would constitute a material default, breach or violation thereof by the Seller or any other party thereto or would permit termination, acceleration or modification thereof (including any events that would result in any requests or demands to reduce the scope of services thereunder), by any party thereto or would result in the demand for or payment of liquidated damages by the Seller under any Transferred Contract. To the Seller’s Knowledge, since January 1, 2019, there have been no significant delays caused by Seller in reaching milestones or meeting deadlines under any Transferred Contract and there are no conditions (including any vendor delays or breach or change in Laws) that would prevent the Seller from delivering the services under such Transferred Contracts by the time that such services are required to be delivered by the terms of such Transferred Contracts or as mutually agreed with customer, or that would render performance of such Transferred Contract impossible. Since April 1, 2019, the Seller has satisfied all L1 and L2 service-level commitments to customers required under the terms of the Transferred Contracts entered into prior to April 1, 2019 listed in Schedule 2.1(a)(i). (d) There are no Contracts with down-stream channel partners, sales agents, or sub-contractors that are used by the Seller to source the Transferred Contracts or perform its obligations under the Transferred Contracts. (e) Each statement of work representing a Transferred Contract as of the date hereof is consistent as to scope and terms in all material respects with the corresponding statement of work (if any) that the Seller has placed with the Purchaser with respect to such Transferred Contract statement of work. (f) Except to the extent that any consents set forth on Section 3.2(c) of the Disclosure Schedule are not obtained, and except for Contracts which are terminable at will or for convenience, each Transferred Contract (i) is freely and fully assignable to the Purchaser without penalty and (ii) upon consummation of the transactions contemplated by this Agreement and the Ancillary Documents (including the assignment of the Transferred Contracts to the Purchaser) shall remain valid and binding and shall continue in full force and effect without penalty. (g) Subject to Section 5.8 and Section 5.9, the Seller has made available to Purchaser true, correct and complete copies of all Transferred Contracts (including all amendments, supplements and other modifications thereto) as in effect on the date of this Agreement.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • Purchased Services During the term of this Collective Agreement, no regular employee will be declared surplus in his/her position as a result of the use of purchased services to perform the work normally performed by that employee.