Services to be Made Available Sample Clauses

Services to be Made Available. In accordance with the terms and provisions ----------------------------- of this Agreement, ePresence agrees to perform for Switchboard the services described in Exhibit A attached hereto (collectively, the "Services").
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Services to be Made Available. In accordance with the terms and ----------------------------- provisions of this Agreement, BJI agrees to perform for Waban the services described in the Annexes hereto (collectively, the "Services") in the amounts and to the extent specified with respect to each such Service in the applicable Annex as follows: Service Applicable Annex ------- ---------------- Tax A Other Professional Services B
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Services to be Made Available. In accordance with the terms and provisions of this Agreement, Warn▇▇-▇▇▇▇▇▇▇ ▇▇▇ees to provide or cause to be provided to Horizon the transitional services relating to the Business that are described on Schedule A hereto (collectively, the "Services") for the term of this Agreement. Except as may be agreed by Warn▇▇-▇▇▇▇▇▇▇, ▇▇ovision of each such Service will be limited to substantially the same number and quality of employees as are currently involved in the conduct of the Business.
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Services to be Made Available. In accordance with the terms and ----------------------------- provisions of this Agreement, SISC agrees to perform for MMI, and MMI agrees to perform for SISC, the following services, as more fully described in the Transition Services Plan dated December 15, 1997 (the "Services Plan") (each of the services set forth in Part I of the Services Plan shall be referred to as a "Service") in the amounts and to the extent specified with respect to each such Service in the Services Plan (the provider and purchaser of each Service shall be referred to herein as the "Provider" and "Purchaser", respectively): Service ------- Legal Human Resources Tax Payroll Telecom - Switches/Velizy Each Provider shall have the right to fulfill its obligations to furnish Services hereunder by causing one or more of such Provider's Affiliates to perform such Services. In such case, the Provider shall remain liable under this Agreement for the performance of such Services.
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Services to be Made Available. In accordance with the terms and provisions of this Agreement, Banyan agrees to perform for Switchboard the services described in the Schedule hereto (collectively, the "SERVICES") in the amounts and to the extent specified with respect to each such Service in the Schedule.
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Services to be Made Available. In accordance with the terms and provisions of this Agreement, XES agrees to perform for Xyvision the services described in the Annexes hereto (collectively, the "Services"), which Annexes may be amended, and additional Annexes may be added, from time to time by mutual agreement of the parties hereto, in the amounts and to the extent specified with respect to each such Service in the applicable Annex.
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Services to be Made Available. In accordance with the terms and ----------------------------- provisions of this Agreement, TJX agrees to perform (or cause its subsidiaries to perform) for Brylane and its subsidiaries services relating to the COB business described in the Annexes hereto (collectively, the "Services") in the amounts and to the extent specified with respect to each such Service in the applicable Annex hereto and Brylane agrees to perform any of its obligations hereunder and as set forth in the following Annexes: Services Applicable Annex -------- ---------------- Data Processing A Treasury Services B Corporate Payroll Services C
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Services to be Made Available. Subject to the other provisions of this Article II, TDS, either directly or through other members of the TDS Group, shall make available to members of the API Group, and API, either directly or through other members of the API Group, shall make available to members of the TDS Group, from time to time, services (the "Services") relating to the following: (a) operations, including engineering, governmental relations, systems and procedures, information systems, data processing and other computer services, emergency assistance, education and training, technology assessment, research and development, construction, purchasing, safety, maintenance and consulting; (b) marketing, including strategy development, market analysis, competitive analysis, market planning, product policy, sales, advertising, pricing and customer relations; (c) human resources, including selection, hiring, labor relations, savings, retirement and other employee benefits, compensation, and incentive plans; (d) accounting, including internal auditing, accounting compliance, record keeping, consolidations, taxes, budgeting, and internal and external reporting; (e) customer services, including billing, credit and collections; (f) finance, including financial planning and analysis, capital allocation, treasury, investment management, investor relations, acquisitions and other corporate development; (g) general administration, including corporate planning, security and risk management, insurance, real estate, printing, computer services, legal, public relations and other services; and (h) other matters.
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Related to Services to be Made Available

  • Services to Others Clients Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Sub-adviser, who may also be a director, officer, or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

  • Information to be Supplied (a) The information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) the Schedule 13E-3 will, at the time it is first filed with the SEC and at any time it is amended or supplemented, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. (b) The Proxy Statement will, at the time of the mailing thereof and at the time of the Company Stockholder Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become untrue or misleading. (c) The Registration Statement and the Schedule 13E-3 (in each case with respect to information provided by or incorporated by reference from, the Company) and the Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. (d) Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements made or incorporated by reference in the Registration Statement, the Proxy Statement or the Schedule 13E-3 based on information supplied by Holding or Acquiror for inclusion or incorporation by reference therein.

  • Services to be Performed Subject always to the supervision of Fund’s Board of Trustees and the Manager, Sub-Adviser will furnish an investment program in respect of, make investment decisions for, and place all orders for the purchase and sale of securities for the portion of the Fund’s investment portfolio allocated to the Sub-Adviser by the Manager, all on behalf of the Fund. In the performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the Fund, will monitor the Fund’s investments, and will comply with the provisions of the Fund’s Declaration of Trust and By-laws, as amended from time to time, and the stated investment objectives, policies and restrictions of the Fund. Manager will provide Sub-Adviser with current copies of the Fund’s Declaration of Trust, By-laws, prospectus and any amendments thereto, and any objectives, policies or limitations not appearing therein as they may be relevant to Sub-Adviser’s performance under this Agreement. Sub-Adviser and Manager will each make its officers and employees available to the other from time to time at reasonable times to review investment policies of the Fund and to consult with each other regarding the investment affairs of the Fund. Sub-Adviser will report to the Board of Trustees and to Manager with respect to the implementation of such program. The Sub-Adviser will vote all proxies solicited by or with respect to the issuers of securities which assets of the Fund’s investment portfolio allocated by the Adviser to the Sub-Adviser are invested, consistent with its proxy voting guidelines and based upon the best interests of the Fund. The Sub-Adviser will maintain appropriate records detailing its voting of proxies on behalf of the Fund and upon reasonable request will provide a report setting forth the proposals voted on and how the Fund’s shares were voted, including the name of the corresponding issuers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Fund’s orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Fund in accordance with policies and procedures adopted by the Fund’s Board of Trustees from time to time. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to the Fund under this Agreement, or otherwise, solely by reason of its having caused the Fund to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser’s internal broker-dealer) a commission for effecting a securities transaction for the Fund in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. In addition, if in the judgment of the Sub-Adviser, the Fund would be benefited by supplemental services, the Sub-Adviser is authorized to pay spreads or commissions to brokers or dealers furnishing such services in excess of spreads or commissions that another broker or dealer may charge for the same transaction, provided that the Sub-Adviser determined in good faith that the commission or spread paid was reasonable in relation to the services provided. The Sub-Adviser will properly communicate to the officers and trustees of the Fund such information relating to transactions for the Fund as they may reasonably request. In no instance will portfolio securities be purchased from or sold to the Manager, Sub-Adviser or any affiliated person of either the Fund, Manager, or Sub-Adviser, except as may be permitted under the 1940 Act; Sub-Adviser further agrees that it: (a) will use the same degree of skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform to all applicable Rules and Regulations of the Securities and Exchange Commission in all material respects and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities; (c) will report regularly to Manager and to the Board of Trustees of the Fund and will make appropriate persons available for the purpose of reviewing with representatives of Manager and the Board of Trustees on a regular basis at reasonable times the management of the Fund, including, without limitation, review of the general investment strategies of the Fund with respect to preferred securities, the performance of the Fund’s investment portfolio allocated to preferred securities in relation to standard industry indices and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by Manager; and (d) will monitor the pricing of portfolio securities, and events relating to the issuers of those securities and the markets in which the securities trade in the ordinary course of managing the portfolio securities of the Fund, and will notify Manager promptly of any issuer-specific or market events or other situations that occur (particularly those that may occur after the close of a foreign market in which the securities may primarily trade but before the time at which the Fund’s securities are priced on a given day) that may materially impact the pricing of one or more securities in Sub-Adviser’s portion of the portfolio. In addition, Sub-Adviser will assist Manager in evaluating the impact that such an event may have on the net asset value of the Fund and in determining a recommended fair value of the affected security or securities; and (e) will prepare such books and records with respect to the Fund’s securities transactions for the portion of the Fund’s investment portfolio allocated to preferred securities as requested by the Manager and will furnish Manager and Fund’s Board of Trustees such periodic and special reports as the Board or Manager may reasonably request.

  • SERVICES TO BE RENDERED 2.1 Either party by giving the other party notice may reserve for periods of not less than one (1) or more than twelve (12) months, such electric power (hereincalled "Limited Term Power (Firm)") as the other party may be willing to make available as Limited Term Power (Firm). The party asked to supply Limited Term Power (Firm) shall be the sole judge as to the amounts and periods that it has electric power available that may be reserved by the other party as Limited Term Power (Firm).

  • Services to Others Manager understands, and has advised Fund’s Board of Trustees, that Sub-Adviser now acts, or may in the future act, as an investment adviser to fiduciary and other managed accounts, and as investment adviser or sub-investment adviser to one or more other investment companies that are not a series of the Fund, provided that whenever the Fund and one or more other investment advisory clients of Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in a manner believed by Sub-Adviser to be equitable to each. Manager recognizes, and has advised Fund’s Board of Trustees, that in some cases this procedure may adversely affect the size of the position that the Fund may obtain in a particular security. It is further agreed that, on occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interests of the Fund as well as other accounts, it may, to the extent permitted by applicable law, but will not be obligated to, aggregate the securities to be so sold or purchased for the Fund with those to be sold or purchased for other accounts in order to obtain favorable execution and lower brokerage commissions. In addition, Manager understands, and has advised Fund’s Board of Trustees, that the persons employed by Sub-Adviser to assist in Sub-Adviser’s duties under this Agreement will not devote their full such efforts and service to the Fund. It is also agreed that the Sub-Adviser may use any supplemental research obtained for the benefit of the Fund in providing investment advice to its other investment advisory accounts or for managing its own accounts.