Designated Services Clause Samples

Designated Services. The Manager shall provide the following Designated Services to Tortoise for the benefit of the Company: (i) subject to the understanding that the Manager will first show all investment opportunities identified by it to Kenmont Special Opportunities Master Fund, L.P. and/or any other funds or accounts managed by the Manager, the Manager shall actively search for and assist Tortoise in identifying potential investment opportunities for the Company; (ii) assist Tortoise, as reasonably requested, in the analysis of investment opportunities for the Company; provided, that, in no event will the Manager be required to provide more than 20 hours of service per month to Tortoise under this clause (ii); and (iii) if requested by Tortoise, assist Tortoise in hiring an additional investment professional who will be employed by Tortoise but will be provided office space in the Houston, Texas office of the Manager. In the event an additional investment professional is hired as contemplated in the foregoing sentence, Tortoise shall be responsible for the compensation and benefits of such person and shall pay to the Manager an agreed upon allocation for rent and other overhead office expenses attributable to the presence of such investment professional in the office of the Manager. Tortoise and the Manager further agree, in the event such investment professional is hired, to adopt procedures intended to ensure the confidentiality of information relating to the Company and to protect from disclosure to Tortoise any confidential information of the other clients, funds, accounts or other business activities of the Manager. The Manager will not have the right or responsibility to make investment decisions on behalf of the Company. Tortoise acknowledges and agrees that the Manager is primarily engaged in the business of providing investment advice to clients for which it serves as the primary investment advisor and the Manager’s services hereunder will be subject to such primary engagement.

Designated Services. Designated Services" are all existing and future Pharmacogenomics contract, consulting, research and development, laboratory, and technical and maintenance support services, including Enhancements (as hereinafter defined), offered by or available to the Corporation from time to time. By way of illustration but not limitation, Designated Services include, to the extent offered by or available from the Corporation, candidate gene and polymorphism identification, sequencing, assay development, genotyping, phenotyping, nucleic acid extraction, storage and archiving, protein and gene expression, sample collection, clinical trial design, statistical analysis, clinical diagnostic testing, algorithm development, and software development, customization, consultation, support and maintenance.

Designated Services. Commencing as of the Effective Date and continuing throughout the Term and the Termination Assistance Period, IBM shall be responsible for providing to EMW: (1) the Start-up Services, the Steady State Services and the Full Functional Services; and (2) any services, functions or responsibilities not specifically described in this Agreement, but which are inherent subtasks required for the proper performance and delivery of the services described in clause (1) of this Section and not otherwise specifically excluded or identified in this Agreement as a EMW responsibility (clauses (1) and (2) of this Section, collectively, the "DESIGNATED SERVICES"). IBM Confidential May 12, 2000 Page 11 of 52 EMW Confidential Agreement Subject to Section 3.04, IBM shall increase or decrease the amount of the Services according to EMW's business volumes and in accordance with this Agreement. The Parties agree that all services provided by IBM to EMW under the Interim Agreements shall for all purposes be considered Designated Services provided under this Agreement. The Parties shall act in accordance with Exhibit 6 with regard to forecasting and planning for Steady State Services.

Designated Services. Prior to initiating any work in connection with ------------------- the development of an SOW, InPhonic must issue and Appiant must accept in writing a Purchase Order for those services to be set forth in the applicable SOW. Should InPhonic terminate the Purchase Order after Appiant has accepted the Purchase Order in writing but before the Parties are delivering Designated Services to Subscribers, then Appiant will invoice InPhonic for all reasonable expenses incurred by Appiant in reliance upon such Purchase Order. InPhonic will pay such invoice within 30 days from the date it is received by InPhonic, as long as Appiant has given InPhonic written notice of such expenses prior to incurring them and InPhonic has not reasonably denied them in written response to Appiant. All Designated Services are set for in a SOW and incorporated by reference into this Agreement.

Designated Services. (a) Commencing on the Effective Date (or such later date as is specified in this Section, the Statement of Work or the Transition Plan) and continuing throughout the Term and, to the extent requested by the TXU during a Termination Assistance Period, Service Provider shall be responsible for providing to TXU and, as directed by TXU, to TXU Companies and TXU Third Parties, all of the following: (1) the services, functions and responsibilities described in this Agreement (including, commencing on the Effective Date, the corporate investigative and security services described in the Statement of Work); (2) the services, functions and responsibilities being performed prior to the Agreement Date by the Affected Employees or such other employees or contractors of TXU Companies whose services, functions or responsibilities were eliminated or displaced as a result of this Agreement, even if the service, function or responsibility is not specifically described in this Agreement; (3) the corporate investigative and security services, functions and responsibilities reflected in or contemplated by the TXU Budget; and (4) any services, functions or responsibilities not specifically described in this Agreement, but which are required as part of the proper performance and delivery of the Services (clauses (1) through (4) of this Section, the "Designated Services"). (b) Except as otherwise provided in this Agreement, Service Provider shall be responsible for providing the facilities, personnel, materials, supplies, Software, Equipment and other resources necessary to provide the Services. (c) Service Provider acknowledges that its provision of the Services will require significant cooperation with third parties. Service Provider agrees that at all times during the Term it shall cooperate with, and provide access to, third party providers of TXU to coordinate its provision of the Services under this Agreement with the services and systems of such third party providers. (d) Service Provider shall increase or decrease the amount and types of the Services according to TXU's request, and the Designated Fees shall be adjusted accordingly pursuant to the terms of Exhibit 3 or, in the absence of any provisions in Exhibit 3, the Fees shall be equitably adjusted.

Designated Services. Commencing as of the Commencement Date and continuing throughout the Term and any period of termination assistance pursuant to Section 20 herein, NASD Regulation will provide to Nasdaq: (1) full regulatory services including, without limitation, those services currently being performed by NASD Regulation plus specified Member Operations as set forth in the Statement of Work between the Parties, a copy of which is attached hereto as Exhibit 1 and made a part of this Agreement;

Designated Services. The Architect shall be responsible to complete, manage and coordinate the completion of all actions, information, documents and/or services related to the design of the Project as outlined in this Exhibit 1 (the “Scope of Services”). The Architect acknowledges and agrees that the purpose and intent of the Design Services Agreement and the Scope of Services is to establish a comprehensive and complete description of the Work to be completed by the Architect. The Scope of Services are described below:

Designated Services. Unless otherwise provided, the Architect's designated services consist of those services identified in the Schedule of Designated Services as being performed by the Architect, Architect's employees and Architect's consultants, and as described in the Descriptions of Designated Services.

Designated Services. The Architect's services are identified in the Scope of Designated Services attached as Exhibit 1 and consist of those services to be performed directly by the Architect or by the Architect through utilization of consultants. Professional services to be provided by the Architect pursuant to this Agreement and for the fee set forth in Paragraph 6.1 shall be referred to as Designated Services herein. In the event of a conflict between the terms herein and Exhibit 1, the terms herein will control. It is the intent of this agreement that the designated services will include all the architectural and engineering services necessary for the proper and timely completion of the each part of the project within the amount stated for such part in the maximum construction. 2.1.1. The Designated Services will include interior design services related to the Project as identified in the Scope of Designated Services attached as Exhibit 1. Such interior design services will include the furniture selections required for the Owner's operations of the East Lansing Public Library and as approved by the Owner. 2.1.2. If required, the Architect will assist the Owner in selecting and retaining professional services of a surveyor, testing laboratories, and special consultants, and will coordinate these services. The Architect shall not be responsible or liable for the services provided by a surveyor, testing laboratories, and special consultants, for the accuracy or completeness of their work product, or for the timeliness in which the services are provided.