Provision of Certain Services Sample Clauses

Provision of Certain Services. Buyer acknowledges that the Companies and their Subsidiaries currently receive from Seller and its Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Seller (“Support Services”). Seller and Buyer acknowledge that, except as provided in the Master Transition Services Agreement, Support Services shall cease at Closing, and all agreements and arrangements in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto.
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Provision of Certain Services. (a) During the term of this Agreement, the OPCO Parties shall provide the MSH Parties with such administrative, corporate, accounting, financial, insurance, legal, tax, data processing, human resources and operational services as the MSH Parties shall from time to time reasonably request.
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Provision of Certain Services. Purchasers acknowledge and agree that, as of the date hereof, the Business receives from Sellers and their Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Sellers (the "Support Services"). Sellers and Purchasers acknowledge and agree that, except as provided in the Ancillary Agreements or other arrangements that expressly survive the Closing, including the Intellectual Property Arrangements and the Master Subcontracting Print Arrangements, the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto. SECTION 5.25
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Provision of Certain Services. For a period of three years after closing Seller agrees to provide, cause a third party to provide, or reimburse Purchaser or LLANY for the reasonable cost of obtaining, in each case at a cost to Purchaser not in excess of the amount currently being paid by Seller, CLIC or the Parent Subsidiaries or charged back to the Business by any Affiliate of Seller (subject to escalation on the basis provided for in the contract pursuant to which Seller or the relevant Affiliate of Seller obtains such service or the use of such asset from a third party) services or assets substantially comparable to any service or asset material to the operation of the Business that Seller is unable to deliver to Purchaser or LLANY (other than any such service or asset identified in Schedule 1.01(H) hereto or described in Schedule 2.01 to the Transition Services Agreement and other than Insurance Contracts, reinsurance treaties and agreements and Licensed Principally Used Software). In the event that the remaining term of a contract pursuant to which Seller or any Affiliate of Seller obtains a particular service or asset expires during the three-year period covered by this Section 5.32, then: (i) if such contract is not renewable, then Seller shall have no further obligation under this Section 5.32 with respect to such service or asset; or (ii) if such contract is renewable, then Seller shall so notify Purchaser or LLANY, as the case may be, and Purchaser or LLANY shall be entitled to require Seller or the relevant Affiliate of Seller to renew such contract for a period ending not later than the end of the three-year term covered by this Section 5.32; provided, that Purchaser or LLANY, as the case may be, shall be required to make all payments with respect to the renewal period.
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Provision of Certain Services. The parties understand and agree to provide the services set forth on Schedule A-1 and Schedule A-2 to this Agreement, subject to the termination provisions set forth in the Original Agreement and as modified by this Agreement.
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Provision of Certain Services. (a) Buyer acknowledges that the Target Company currently receives from Seller and its Affiliates the administrative and corporate services and the benefits described in Section 5.11(a) of the Seller Disclosure Schedule (the “Support Services”). Seller, the Target Company and Buyer acknowledge and agree that, except as expressly provided in this Agreement, the Ancillary Agreements, and the Continuing Arrangements (in each case, if at all), the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto.
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Provision of Certain Services. Buyer acknowledges and agrees that the Business currently receives from Parent and its Affiliates certain administrative and corporate services and benefits of a type generally provided to other businesses and Subsidiaries of Parent (the “Support Services”). Parent and Buyer acknowledge and agree that, except as provided in the Transaction Documents, the Support Services shall cease at Closing, and all agreements and arrangements (whether or not in writing) in respect thereof shall terminate as of the Closing Date, with no further obligation of any party thereto.
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Provision of Certain Services 
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Related to Provision of Certain Services

  • Exclusion of Certain Damages IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, PUNITIVE, EXEMPLARY, REMOTE, SPECULATIVE OR SIMILAR DAMAGES IN EXCESS OF COMPENSATORY DAMAGES OF THE OTHER PARTY IN CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, AND EACH PARTY HEREBY WAIVES ON BEHALF OF ITSELF, EACH OTHER MEMBER OF ITS GROUP AND ITS AND THEIR REPRESENTATIVES ANY CLAIM FOR SUCH DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT THE FOREGOING EXCLUSION SHALL NOT APPLY IN RESPECT OF ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH (A) ANY BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS WITH RESPECT TO IP AGREEMENT INFORMATION, (B) ANY BREACH BY VAREX OR ANY MEMBER OF ITS GROUP OF ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT WITH RESPECT TO ACCELERATOR TECHNOLOGY, (C) ANY GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD OF OR BY A PARTY, OR (D) ANY CLAIMS FOR INDEMNIFICATION IN RESPECT OF THIRD-PARTY CLAIMS UNDER ARTICLE IX.

  • Termination of Certain Provisions 46 SECTION 7.14.

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Benefit of Certain Provisions The Borrower agrees that each Participant shall be deemed to have the right of setoff provided in Section 11.1 in respect of its participating interest in amounts owing under the Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under the Loan Documents, provided that each Lender shall retain the right of setoff provided in Section 11.1 with respect to the amount of participating interests sold to each Participant. The Lenders agree to share with each Participant, and each Participant, by exercising the right of setoff provided in Section 11.1, agrees to share with each Lender, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with Section 11.2 as if each Participant were a Lender. The Borrower further agrees that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 12.3, provided that (i) a Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating interest to such Participant would have received had it retained such interest for its own account, unless the sale of such interest to such Participant is made with the prior written consent of the Borrower, and (ii) any Participant not incorporated under the laws of the United States of America or any State thereof agrees to comply with the provisions of Section 3.5 to the same extent as if it were a Lender.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

  • Incorporation of Certain Provisions The provisions of Sections 9.01, 9.07, 9.09 and 9.12 of the Credit Agreement are hereby incorporated by reference mutatis mutandis as if fully set forth herein.

  • Notification of Certain Matters The Company shall give prompt notice to Parent and MergerSub, and Parent and MergerSub shall give prompt notice to the Company, of (i) the occurrence or nonoccurrence of any event the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, (ii) any material failure of the Company, Parent, or MergerSub, as the case may be, to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, (iii) any notice of, or other communication relating to, a default or event which, with notice, lapse of time, or both, would become a default which could reasonably be expected to have a Material Adverse Effect on the Company, Parent, or MergerSub, as the case may be, received by it or any of its subsidiaries subsequent to the date of this Agreement and prior to the Effective Time, under any contract or agreement to which it or any of its subsidiaries is a party or is subject, (iv) any notice or other communication from any third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement, or (v) any Material Adverse Effect in their respective financial conditions, properties, businesses, results of operations, or prospects, taken as a whole, other than changes resulting from general economic conditions; provided, however, that the delivery of any notice pursuant to this Section 7.6 shall not cure such breach or non-compliance or limit or otherwise affect the remedies available hereunder to the party receiving such notice.

  • Termination of Certain Rights Any termination of this Lease pursuant to this Article 13 shall cause any right of the Lessee to extend the Term of this Lease, granted to the Lessee herein and any right of the Lessee to purchase the Leased Property contained in this Lease to be terminated and to be without further force or effect.

  • Breach of Certain Provisions Failure of Borrower to perform or comply with any term or condition contained in that portion of subsection 2.2 relating to Borrower's obligation to maintain insurance, subsection 2.3, Section 3 or Section 4; or

  • Termination of Certain Agreements On and as of the Closing, the Company shall take all actions necessary to cause the Contracts listed on Schedule 6.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further obligations of any of the relevant parties thereunder following the Closing.

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