Initial Operations; Service Arrangements Sample Clauses

Initial Operations; Service Arrangements. The Members intend to operate the Company initially with minimal staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates at cost in accordance with the terms of (i) in the case of Cinergy Solutions and its Affiliates, that certain Service Agreement between the Company and Cinergy Solutions or an affiliate (the “Cinergy Solutions Service Agreement”), a complete copy of which Cinergy Solutions has provided to Trigen Solutions, and (ii) in the case of Trigen Solutions and its Affiliates that certain Service Agreement between the Company and Trigen Solutions or an affiliate (the “Trigen Solutions Service Agreement”), a complete copy of which Trigen Solutions has provided to Cinergy Solutions, and collectively with the Cinergy Solutions Service Agreement, the “Service Arrangements”). Each member and any Affiliate thereof which provides services to the Company pursuant to the Service Arrangements shall permit the Company reasonable access to its accounts and records, including the basis and computation of cost allocations.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Initial Operations; Service Arrangements. The Members intend to operate the Company initially with minimal staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates at cost in accordance with the terms of (i) in the case of Cinergy Solutions and its Affiliates, (a) that certain Nonutility Service Agreement, amended and restated, effective as of February 18, 1997, nonutility Affiliates thereof, including Cinergy Solutions and the Company (the “Service Agreement”), a complete copy of which Cinergy Solutions has provided to Trigen, and (ii) in the case of Trigen and its Affiliates that certain Service Agreement between the Company and Trigen Energy Services, Inc. (the “Trigen Service Agreement” and collectively with the Cinergy Service Agreement, the “Service Arrangements”), a complete copy of which Trigen has provided to Cinergy Solutions. Each Member and any Affiliate thereof which provides services to the Company pursuant to the Service Arrangements shall permit the Company reasonable access to its accounts and records, including the basis and computation of cost allocations.
Sample 1
Initial Operations; Service Arrangements. The Members intend to operate the Company with appropriate staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates or third parties, in each case pursuant to terms approved by the Members pursuant to Section 3.3 or the Board of Managers pursuant to Section 4.4 or 4.5 above, as applicable ("Service Arrangements"); provided that a Member or Manager shall be excluded from any vote relating to the approval, enforcement or administration of a Service Arrangement where (i) that Member or its Affiliates is or may become a party to such Service Arrangement or (ii) that Manager was appointed to the Board of Managers by a party that is or may become, or whose Affiliate is or may become, a party to such Service Arrangement. Each Member and any Affiliate thereof which provides services to the Company pursuant to any Service Arrangements shall do so on an arm's length basis and shall permit the Company reasonable access to its accounts and records pertaining to such Service Arrangements, including the basis and computation of cost allocations.
Sample 1
Initial Operations; Service Arrangements. The Members intend to operate the Company initially with appropriate staff and committed overhead and for the Company to purchase operational and other support services, technical assistance and intellectual property rights, where available, from the Members and/or their respective Affiliates or third parities, in each case pursuant to terms approved by the Members pursuant to Section 3.3 or the Board of Managers pursuant to Section 4.4 or 4.5 above, as applicable ("Service Arrangements") Each Member and any Affiliate thereof which provides services to the Company pursuant to any Service Arrangements shall do so on an arm's length basis and shall permit the Company reasonable access to its accounts and records pertaining to such Service Arrangements, including the basis and computation of cost allocations.
Sample 1

Related to Initial Operations; Service Arrangements

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Program Management (WBS 1.1) All components of the Project Management Plan as implemented for the Base Contract and Options 1-4 will be reviewed and amended to reflect specific needs for Option 5 and the outcome of continuous process improvement evaluations.

  • 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.

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor:

  • Distribution Services The Distributor shall sell and repurchase Shares as set forth below, subject to the registration requirements of the 1933 Act and the rules and regulations thereunder, and the laws governing the sale of securities in the various states ("Blue Sky Laws"):

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its 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.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Post-Termination Cooperation Executive agrees that during and after employment with the Company and without additional compensation (other than reimbursement for reasonable associated expenses) to cooperate with the Company in the following areas:

Time is Money Join Law Insider Premium to draft better contracts faster.