Administrative Services Agreements. Borrower shall not (i) amend, modify or waive any material provision or term of any Administrative Services Agreement in effect as of the Closing Date in a manner adverse to Agent or any Lender, (ii) terminate any Administrative Services Agreement, or (iii) enter into any new Administrative Services Agreement, in each case, without at least ten (10) days’ prior written notice to Agent and without the consent of Agent. Upon Agent’s request, upon entering into or amending any Administrative Services Agreement, Borrower shall promptly provide Agent with copies of such Administrative Services Agreements or amendments thereto and any other documentation requested by Agent in connection with any Administrative Services Agreement.
Administrative Services Agreements. 4 Affiliate............................................................................................... 80
Administrative Services Agreements. At the Closing, (a) Sellers and Purchaser shall execute and deliver to each other the Administrative Services Agreement, and (b) Sellers and LLANY shall execute and deliver to each other the NY Administrative Services Agreement. Each of the Administrative Services Agreement and NY Administrative Services Agreement shall be effective as of the Effective Date. Not later than sixty (60) calendar days after the Contract Date, Purchaser, LLANY and Sellers will use their respective commercially reasonable efforts to identify any additional services to be rendered by Purchaser and LLANY, as applicable, under the terms of the Administrative Services Agreement, which services shall be listed on Schedule 2.01 thereto, and be consistent with current practices.
Administrative Services Agreements. Sohu and its subsidiaries and VIEs and Changyou and its subsidiaries and VIEs may enter into interim administrative services agreements from time to time covering the provision of various interim services, if any, including financial, accounting, legal, and other services by Sohu (and its subsidiaries and VIEs) to Changyou (and its subsidiaries and VIEs) or, in certain circumstances, vice versa. Such services will generally be provided for a fee equal to the actual Direct Costs and Indirect Costs of providing such services plus an additional amount as agreed to by the Parties, subject to other consideration’s being agreed to by the Parties. “Direct Costs” shall include compensation and travel expenses attributable to employees, temporary workers, and contractors directly engaged in performing the services as well as materials and supplies consumed in performing the services. “Indirect Costs” shall include occupancy, IT supervision and other overhead burden of the department incurring the direct costs of providing the service. Payment for any such services will be due within fifteen (15) days after Sohu renders an invoice for such services.
Administrative Services Agreements. CareOregon and SCAN Health Plan will each enter into or, in the case of SCAN Health Plan, maintain an administrative services agreement with TopCo as of the Closing in forms to be mutually agreed to by the Parties prior to Closing, pursuant to which TopCo will provide centralized administrative services to such entities on fair market value terms.
Administrative Services Agreements. 47 Section 5.12. Xxxx of Sale..................................................48 Section 5.13. Transition Services Agreement.................................48 Section 5.14. Certain Agreements............................................48 Section 5.15. DAC Tax.......................................................48 Section 5.16. Bank Accounts and Lockboxes...................................48 Section 5.17. Intentionally Deleted.........................................48 Section 5.18. Confidentiality...............................................49 Section 5.19. Employment Obligations........................................50 Section 5.20. Provision of Transitional Services............................56 Section 5.21. Separate Account Revenues.....................................58 Section 5.22. Use of Sellers' Names, Logos or Service Marks.................58 Section 5.23. Communications with Policyholders.............................58 Section 5.24. Non-Solicitation of Business..................................58 Section 5.25. Intentionally Deleted.........................................59 Section 5.26. Purchaser Year 2000 Matters...................................59 Section 5.27. IT Services/Sellers Year 2000 Matters.........................60 Section 5.28. Certain Product Tax Matters...................................66 Section 5.29. Sellers' Non-Compete..........................................67 Section 5.30. Sponsored Business............................................69 Section 5.31. Distribution Arrangements.....................................70 Section 5.32. Reinsurance Treaties..........................................70 Section 5.33. Post-Closing Policies.........................................71 Section 5.34. Resources.....................................................72
Administrative Services Agreements. CEC shall have delivered to Buyer duly executed Administrative Services Agreements substantially in the form attached hereto as Exhibit E (the "Administrative Services Agreements").
Administrative Services Agreements. On or prior to the date that is no later than ten (10) Business Days following the Effective Date, Buyer shall (a) advise Seller as to whether it wishes to enter into replacement administrative services agreements in respect of the Projects at Closing and (b) provide Seller with a draft of the form of such replacement administrative services agreement, if applicable.
Administrative Services Agreements. Seller shall provide reasonable evidence to Buyer of the termination of all existing administrative services agreements in respect of the Projects with effect immediately prior to the Closing and the discharge of all obligations of the Acquired Companies thereunder.
Administrative Services Agreements. The Administrative Services Agreements have been duly authorized, executed and delivered by the Company and, are valid and binding agreements of the Company, enforceable against the Company in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
