Acquisition Support Sample Clauses

Acquisition Support. With respect to a potential acquisition by any Eligible Recipient, upon Sears’ request, CSC shall provide acquisition support (including assessments of the current technology environments to be acquired, potential integration approaches and the potential net economic impact of the acquisition in connection with the Services) as reasonably necessary to assist any Eligible Recipient’s assessment of the portion of the acquisition to which the Services shall relate. Such support shall be provided within the time frame reasonably requested by Sears or as required by the timing of the transaction.
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Acquisition Support. If Dealer is considering an acquisition of a dealer/location that will meet the definition of a Preferred Location, Company will make reasonable efforts to streamline and accelerate the review and approval process related to such acquisition. Company will generally support such acquisitions absent material concerns with respect to the acquisition; provided that Dealer agrees in connection with such acquisition to at least maintain the Brand Concentration level at such dealer/location for the term of this Agreement. The approval process related to proposed acquisitions of a dealer/location that will be a Standard Location will continue to be governed by the terms of the parties’ separate Agreements Relating to Acquisitions (for Boston Whaler dated February 3, 2018 and for Sea Ray dated December 6, 2005, as amended effective as of September 1, 2014).
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Acquisition Support. Consultant shall conduct negotiations on behalf of the City in good faith and in accordance with the applicable state and federal law, and the City’s policies and procedures. • Coordinate with Surveyor to obtain final legal descriptions and maps of ROW and easements to be acquired. • Consultant shall compile and/or prepare all essential documents to be submitted to owners and tenants as required. City to provide approved legal document formats. • Consultant shall make all offers in person or by certified mail. • Consultant shall provide all property owners with: o A complete copy of the valuation information used to determine compensation. o A written notice as part of the offer that they have a minimum of 40 days to accept or reject the offer, as per state law. • Property owners who are considering a donation must be informed in writing of their right to just compensation. The owner will sign the donation form indicating their waiver of their rights if they elect to donate. • Consultant shall prepare and maintain written diaries of negotiator contacts with property owners and tenants to document: o Efforts to achieve amicable settlements. o Owners’ suggestions for changes in plans. o Responses to owners’ counterproposals, etc. • Consultant shall make every reasonable effort to acquire the ROW expeditiously by negotiation. Property owners must be given reasonable opportunity to consider the offer and present material the owner believes is relevant to determining the value of the property. • Consultant shall conduct negotiations for acquisition of real property in accordance with applicable state and federal law. • Consultant will assist in clearing interests from title that are deemed necessary by the City. • Obtain and provide escrow/title company services for closing transactions when/where necessary for certain acquisitions. • If a counteroffer is received, submit the proposed counteroffer (exceeding the estimate of Just Compensation) with a justification letter and owner-supplied supporting documentation to the City for approval. If accepted see above. • If an acceptable agreement is not reached, then the Consultant shall prepare and submit to the City a Recommendation for Condemnation Packet six weeks prior to PS&E. • Copies of all file documents will be uploaded and retained by the City for seven years or for such period as may be necessary to resolve any pending matters. • Consultant to maintain a communication log that is available to City upon req...
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Acquisition Support. With respect to a potential acquisition by ▇▇▇▇▇▇▇▇, upon ▇▇▇▇▇▇▇▇'▇ request, Provider will provide acquisition support (including assessments of the current technology environments to be acquired, potential integration approaches, and the potential net economic impact of the acquisition in connection with the Services) as reasonably necessary to assist ▇▇▇▇▇▇▇▇'▇ assessment of the portion of the acquisition to which the Services will relate. Such support will be provided within the timeframe reasonably requested by ▇▇▇▇▇▇▇▇ or as required by the timing of the transaction.
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Acquisition Support. (1) With respect to a potential acquisition by Company, upon Company’s request, Supplier shall provide acquisition support (including assessments of any technology environments to be acquired, potential integration approaches, and the impact of the acquisition on the Services, Service Levels, Charges and other aspects of this Agreement) as reasonably necessary to assist with Company’s assessment of the portion of the acquisition to which the Services relate. Such support shall be provided within the timeframe reasonably requested by Company or as required by the timing of the transaction. (2) As requested by Company and as it relates to the Services, Supplier shall transition the IT environment of the acquired entity to Company’s environment. (3) As requested by Company, Supplier shall provide Supplier Personnel to staff vacancies and to provide management for the information technology functions needed to support an acquisition, including to the extent necessary, on-site support at any location of the acquired entity. (4) Supplier shall provide acquisition support as described in this Section 4.4(A) as part of the Services to the extent that such acquisition support may be provided using applicable resources then primarily assigned to the performance of the Services according to the Service Levels and baselines, and without adversely impacting Supplier’s ability or costs to perform such Services. If acquisition support will require the use of different or additional resources beyond that which Supplier is then using to provide the Services in accordance with the baselines and Service Levels, then such request for acquisition support shall be subject to the Change Control Procedure.
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Acquisition Support. Old Long Beach will only purchase or lease new personal computers, related hardware and related software for the Company at its request and direction and provided that New Long Beach obtains ownership of such hardware or software. Hardware and software acquired for the Company will be installed by Old Long Beach pursuant to Old Long Beach's IS policy and procedures in effect from time to time. Old Long Beach will be responsible for resolution of problems encountered with installation and/or setup. Old Long Beach will provide the Company will an estimate time of arrival for all orders. Old Long Beach will be responsible for the cost associated with any upgrades made at the discretion of Old Long Beach to its existing systems and architecture, but is not obligated to upgrade New Long Beach's systems unless these systems will not operate without such upgrades. Old Long Beach will also provide leasing and contract review support for new personal computer equipment purchased or leased by the Company. Old Long Beach does not have the authority to act as agent for the Company in connection with the acquisition of equipment, software or services and will not acquire (whether by purchase or lease) any equipment or software or contract for any outside services without the prior written approval of the Company, except for emergencies in which case the Company shall reimburse Old Long Beach for the reasonable costs incurred on behalf of the Company.
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Related to Acquisition Support

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • Representations and Warranties of the Dealer Manager The Dealer Manager represents and warrants to the Company during the term of this Agreement that:

  • Representations and Warranties of the Sub-Advisor The Sub-Advisor represents and warrants to the Advisor and the Trust as follows: (a) The Sub-Advisor is registered as an investment adviser under the Advisers Act; (b) The Sub-Advisor is a limited liability partnership duly organized and validly existing under the laws of the Commonwealth of Massachusetts, with the power to own and possess its assets and carry on its business as it is now being conducted; (c) The execution, delivery and performance by the Sub-Advisor of this Agreement are within the Sub-Advisor’s powers and have been duly authorized by all necessary action on the part of its partners and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Advisor for the execution, delivery and performance by the Sub-Advisor of this Agreement, and the execution, delivery and performance by the Sub-Advisor of this Agreement do not contravene or constitute a default under: (i) any provision of applicable law, rule or regulation; (ii) the Sub-Advisor’s governing instruments; or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Advisor; and (d) The Form ADV of the Sub-Advisor previously provided to the Advisor is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading. The Sub-Advisor will promptly provide the Advisor and the Trust with a complete copy of all subsequent amendments to its Form ADV.

  • Representations and Warranties of the Sub-Adviser The Sub-Adviser hereby represents and warrants to the Fund and MassMutual that: (a) The Sub-Adviser has obtained all required governmental and regulatory licenses, registrations and approvals required by law as may be necessary to perform its obligations under this Sub-Advisory Agreement and to act as contemplated by the Trust Documents and the Disclosure Documents, including without limitation registration as an investment adviser under the Advisers Act, and will maintain and renew any required licenses, registrations, approvals and memberships during the term of this Sub-Advisory Agreement. (b) There is no pending, or to the best of its knowledge, threatened or contemplated action, suit or proceeding before or by any court, governmental, administrative or self-regulatory body or arbitration panel to which the Sub-Adviser or any of its principals or affiliates is a party, or to which any of the assets of the Sub-Adviser is subject, which reasonably might be expected to (i) result in any material adverse change in the Sub-Adviser’s condition (financial or otherwise), business or prospects, (ii) affect adversely in any material respect any of the Sub-Adviser’s assets, (iii) materially impair the Sub-Adviser’s ability to discharge its obligations under this Sub-Advisory Agreement, or (iv) result in a matter which would require an amendment to the Sub-Adviser’s Form ADV, Part II; and the Sub-Adviser has not received any notice of an investigation by the Commission or any state regarding U.S. federal or state securities laws, regulations or rules. (c) All references in the Disclosure Documents concerning the Sub-Adviser and its affiliates and the controlling persons, affiliates, stockholders, directors, officers and employees of any of the foregoing provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use in the Disclosure Documents, as well as all performance information provided to MassMutual by the Sub-Adviser or approved by the Sub-Adviser for use by MassMutual, are accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make such information not misleading. (d) Subject to adequate assurances of confidentiality, the Sub-Adviser has supplied to, or made available for review by, MassMutual (and if requested by MassMutual to its designated auditor) all documents, statements, agreements and workpapers reasonably requested by it relating to accounts covered by the Sub-Adviser’s performance results and which are in the Sub-Adviser’s possession or to which it has access. The foregoing representations and warranties shall be continuing during the term of this Sub-Advisory Agreement.

  • Representations and Warranties of the Company Regarding the Offering (a) The Company represents and warrants to, and agrees with, the several Underwriters, as of the date hereof and as of the Closing Date (as defined in Section 4(d) below) and as of each Option Closing Date (as defined in Section 4(b) below), as follows: