Provision of Services Sample Clauses

Provision of Services. (a) Subject to Section 2.1(d), SEACOR shall provide to ERA any or all of the Services listed and described on Schedule A and such other Services as may from time to time be agreed between the parties in writing and added to Schedule A. Each Service shall be provided for the fee set forth for such Service on Schedule A or as the parties may otherwise agree in writing, in every case, all of the Services shall be provided in accordance with the terms, limitations and conditions set forth herein and on Schedule A. For the avoidance of doubt, SEACOR shall have no obligation to provide services other than those set forth in Schedule A, and SEACOR shall have no obligation to provide additional services. (b) Unless otherwise agreed by the parties, the Services shall be performed by SEACOR for ERA in a manner that is substantially the same as the manner and level of support in which such Services were generally performed by SEACOR for ERA during the twelve (12) months prior to the date of this Agreement, and ERA shall use such Services for substantially the same purposes and in substantially the same manner as ERA had used such Services during the twelve (12) months prior to the date hereof unless otherwise mutually agreed. (c) It is understood that SEACOR shall not be required to use its own funds or to otherwise pay for any goods or services purchased or required by ERA from third parties or for any other payment obligation of ERA. (d) SEACOR may, in its sole discretion, engage a third party service provider or consultant (i) to provide the Services or (ii) to provide services to SEACOR. In the event SEACOR procures such services for SEACOR’s own benefit, upon ninety (90) days’ notice to ERA, SEACOR shall have no obligation to provide the Services pursuant to this Agreement to the extent such services (A) replace the Services or (B) result in the displacement, replacement, or termination of a material portion of the resources or personnel utilized by SEACOR to provide the Services hereunder; provided, however, that in the event that SEACOR procures such services from a third party, SEACOR may, in its sole discretion, opt to permit ERA to be a service recipient under the applicable SEACOR services or outsourcing agreement on terms and conditions to be determined by SEACOR in its sole discretion. For the avoidance of doubt, SEACOR shall have no obligation to permit ERA to be a service recipient under any such third party agreement, and SEACOR shall have no obligati...

Provision of Services. 2.1 The Contractor warrants to the Authority that: 2.1.1 the Contractor will perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards; 2.1.2 the manner in which the Services are provided will conform with the Authority’s specification and the terms of the Contract; 2.1.3 the Services will be provided in accordance with all applicable legislation from time to time in force and the Contractor will inform the Authority as soon as it becomes aware of any changes in that legislation. 2.2 The Contractor will provide timely commencement and provision of the Services in accordance with time scales agreed by the Authority. Time shall only be of the essence of the Contract if the Authority so specifies in writing. 2.3 The Authority's rights under these terms and conditions are in addition to the statutory terms implied in favour of the Authority by the Supply of Goods and Services ▇▇▇ ▇▇▇▇ and any other statute. 2.4 Without prejudice to any other rights or remedies of the Authority (including but not limited to those in clause 25): 2.4.1 the Authority may reduce the Price payable in respect of any Services by a reasonable amount in circumstances where in the reasonable opinion of the Authority the Contractor has either failed to provide those Services or has provided them inadequately; 2.4.2 where the Authority notifies the Contractor that the Authority considers any work comprising part of the Services to be inadequate or in any way differing from the Contract (and this is other than because of the Authority’s own default) the Contractor shall at its own expense re-schedule and perform the work in accordance with the Contract within such reasonable time as may be specified by the Authority; 2.4.3 the Contractor shall reimburse the Authority for all reasonable costs incurred by the Authority which have arisen as a direct consequence of the Contractor’s delay in the performance of the Contract arising other than as a result of a Force Majeure Event. 2.5 The Authority may at any time notify the Contractor in writing to suspend provision of the Services. If the Authority gives such notification to the Contractor or otherwise delays the Contractor’s ability to provide the Services (other than as a consequence of a Force Majeure Event or a breach of contract or breach of duty on the part of the Contractor) the Authority shall, subject to the Contractor using its best endeavours to mitigate its loss...

Provision of Services. (a) The HSP will provide the Services in accordance with, and otherwise comply with: the terms of this Agreement, including the Service Plan; Applicable Law; and Applicable Policy. (b) When providing the Services, the HSP will meet the Performance Standards and conditions identified in Schedule E. (c) Unless otherwise provided in this Agreement, the HSP will not reduce, stop, start, expand, cease to provide or transfer the provision of the Services or change its Service Plan except with Notice to the LHIN, and if required by Applicable Law or Applicable Policy, the prior written consent of the LHIN. (d) The HSP will not restrict or refuse the provision of Services to an individual, directly or indirectly, based on the geographic area in which the person resides in Ontario.

Provision of Services. The services described in Section 6A.1 (the “Contractual Settlement Services”) shall be provided for the securities and other financial assets and in such markets as the Custodian may advise from time to time. The Custodian may terminate or suspend any part of the provision of the Contractual Settlement Services at its sole discretion immediately upon notice to the applicable Fund on behalf of each Portfolio, including, without limitation, in the event of force majeure events affecting settlement, any disorder in markets, or other changed external business circumstances affecting the markets or the Fund.

Provision of Services. 2.1. Performance 2.1.1. SAP will provide the Services in accordance with the Order Form and these GTCs.

Provision of Services. (a) Commencing immediately after the Distribution, Nuance shall, and shall cause the applicable members of the Nuance Group to, (i) provide, or otherwise make available, to Cerence Subsidiary and the applicable members of the SpinCo Group the Services set forth in Schedule A and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement. (b) Commencing immediately after the Distribution, Cerence Subsidiary shall, and shall cause the applicable members of the SpinCo Group to, (i) provide, or otherwise make available, to Nuance and the applicable members of the Nuance Group the Services set forth in Schedule B and (ii) pay, perform, discharge and satisfy, as and when due, its and their respective obligations as Service Recipients under this Agreement, in each case in accordance with the terms of this Agreement. (c) Each Service Recipient and its respective Service Provider shall cooperate in good faith with each other in connection with the performance of the Services hereunder. Each of Nuance and Cerence Subsidiary agrees to appoint an employee representative (each such representative, a “Service Coordinator”) who will have overall responsibility for implementing, managing and coordinating the Services pursuant to this Agreement on behalf of Nuance and Cerence Subsidiary, respectively. Initially, the Service Coordinators will be the individuals set forth on Schedule E. Either Party may change its designated Service Coordinator at any time upon notice given to the other Party in accordance with Section 10.12. The Service Coordinators will consult and coordinate with each other on a regular basis, and no less frequently than monthly, during the term of this Agreement. (d) The Service Provider shall determine the personnel who shall perform the Services to be provided by it. All personnel providing Services will remain at all times, and be deemed to be, employees or representatives solely of the Service Provider (or its Affiliates or Sub-Contractors) responsible for providing such Services for all purposes, and not to be deemed employees or representatives of the Service Recipient. The Service Provider (or its Affiliates or Sub-Contractors) will be solely responsible for payment of (i) all compensation, (ii) all income, disability, withholding and other employment taxes and (iii) all medical benefit premiums, vacation pay...

Provision of Services. 10.1. In giving us instructions under the Agreement you hereby appoint us to provide the Services according to all terms and conditions set out in the Agreement. 10.2. When the Letter of Engagement is executed by you, we hereby agree to supply the Services to you according to the Agreement. 10.3. In relation to any provision of the Services relating to shares, we agree to deal with the shares by way of transfer, charge, pledge or other disposition and in such other manner as you may from time to time direct in Writing (including exercising any voting powers attaching thereto as directed in Writing by you). We agree that all dividends, and other distributions in respect of the shares shall belong to (and be held by us as nominee for) you (subject to any third party rights created by you). If you represent more than one individual, you shall be entitled to the shares as joint tenants with rights of survivorship unless it is otherwise provided to the contrary by you in Writing to us. 10.4. We are expressly authorised by you, in rendering the Services, to act on and rely upon the instructions or advice received by you, or any person we bona fide believe to be duly authorised by you, in all matters concerning the Agreement. 10.5. In the event of any conflict between the instructions and advice received by us, we may rely on such instructions as we, in our absolute discretion, consider to be in the best interests of the parties involved or we may decline to act. Such instructions or advice from you may be communicated orally or in Writing, and with or without authentication. We, however, shall be entitled to require written confirmatory instructions from you as a pre-condition of acting on such instructions and shall have no liability in relation to any delay caused thereby. 10.6. Notwithstanding the foregoing, we and our Officers may, at any time, do or refrain from doing any act if we shall, in our absolute discretion, consider it proper to do so in connection with our duties or the laws of any country having jurisdiction over the Services. 10.7. We are entitled to request professional advice or services in connection to the Agreement at any time when such advice or services may reasonably be required. The costs of the professional advice or services in this regard shall be borne by you or as otherwise agreed. 10.8. You undertake forthwith to inform us of any matters that might affect our willingness to provide, or continue to provide, any of the Services or a...

Provision of Services. 1.1 The Authority appoints the Supplier and the Supplier agrees to provide the Services: 1.1.1 promptly and in any event within any time limits as may be set out in this Contract; 1.1.2 in accordance with all other provisions of this Contract; 1.1.3 with reasonable skill and care and in accordance with the provisions of the Framework Agreement as applicable and/or the provisions of the Order Form; 1.1.4 in accordance with the Law and with Guidance; 1.1.5 in accordance with Good Industry Practice; 1.1.6 in accordance with the Policies; and 1.1.7 in a professional and courteous manner. In complying with its obligations under this Contract, the Supplier shall, and shall procure that all Staff shall, act in accordance with the NHS values as set out in the NHS Constitution from time to time. 1.2 The Supplier shall comply with the Implementation Requirements (if any) in accordance with any timescales as may be set out in the Specification and Tender Response Document., Without limitation to the foregoing provisions of this Clause 1.2 of this Schedule 2 of these Call-off Terms and Conditions, the Supplier shall if specified in the Order Form implement the Services fully in accordance with the Implementation Plan. If the Implementation Plan is an outline plan, the Supplier shall, as part of implementation, develop the outline plan into a full plan and agree this with the Authority. Once this is agreed, the Supplier shall comply with the full Implementation Plan. 1.3 The Supplier shall commence delivery of the Services on the Services Commencement Date. 1.4 The Supplier shall comply fully with its obligations set out in the Specification and Tender Response Document and/or the Order Form, including without limitation the KPIs. 1.5 The Supplier shall ensure that all relevant consents, authorisations, licences and accreditations required to provide the Services are in place at the Actual Services Commencement Date and are maintained throughout the Term. 1.6 If the Services, or any part of them, are regulated by any regulatory body, the Supplier shall ensure that at the Actual Services Commencement Date it has in place all relevant registrations and shall maintain such registrations during the Term. The Supplier shall notify the Authority forthwith in writing of any changes to such registration or any other matter relating to its registration that would affect the delivery or the quality of Services. 1.7 The Supplier shall notify the Authority forthwith in writing: 1....

Provision of Services. (a) The HSP will provide the Services in accordance with, and otherwise comply with: the terms of this Agreement, including the Service Plan; Applicable Law; and Applicable Policy. (b) When providing the Services, the HSP will meet the Performance Standards and conditions identified in Schedule D and any applicable Project Funding Agreements. (c) Unless otherwise provided in this Agreement, the HSP will not reduce, stop, start, expand, cease to provide or transfer the provision of the Services or change its Service Plan except with Notice to the Funder, and if required by Applicable Law or Applicable Policy, the prior written consent of the Funder. (d) The HSP will not restrict or refuse the provision of Services to an individual, directly or indirectly, based on the geographic area in which the person resides in Ontario. (e) The HSP will not withdraw any Services from a patient with complex needs who continues to require those Services, unless prior to discharging that patient from the Services, the HSP has made alternate arrangements for equivalent services to be delivered to that patient. Notwithstanding the foregoing, the HSP may discharge a patient with complex needs who continues to require Services if there is a significant risk that an individual providing Services to the patient will suffer serious physical harm and the HSP cannot reasonably reduce the risk so that it is no longer significant, provided that (i) prior to discharge the HSP uses reasonable efforts to make alternate arrangements for the patient, (ii) discharging the patient does not conflict with the HSP’s obligations under Applicable Law and (iii) when discharging the patient and terminating Services the HSP complies with its obligations under Applicable Law.