Use in Services Clause Samples

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Use in Services. With respect to any Third Party Works which Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Client a non-exclusive, non-transferable, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the Vendor to perform its obligations under this Agreement during the Term and any period of Disentanglement only. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Client in advance and shall not use such Third Party Works without the Client’s express, prior written consent.
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Use in Services. With respect to any Third-Party Works Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Commonwealth a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third-Party Works as necessary and appropriate for the proper conduct of the Commonwealth’s business. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Commonwealth in advance and shall not use such Third-Party Works without the Commonwealth’s express, prior written consent (and absent such consent, Vendor’s use of any such Third-Party Works shall obligate Vendor to obtain or arrange, for such rights and licenses for the Commonwealth upon Disentanglement). Upon receipt of such notice, the Relationship Managers for each Party shall confer (and in any event, no less than monthly, as necessary) to discuss any Third-Party Works for which Vendor is unable to obtain such rights and licenses and the Parties shall cooperate with each other in achieving a reasonable alternative arrangement with respect to such Third-Party Works so as to not adversely impact the provision of Services. The Parties agree that, if Vendor is unable to obtain the rights and licenses described above in this Section 12.4.2(b), and the Commonwealth does not agree to the alternative license restrictions proposed by the applicable third-party vendors after the reasonable alternative arrangements are pursued, Vendor’s ability to meet the Service Levels or other performance obligations under this Agreement may be impaired. Vendor shall identify any Third-Party Work which could so affect Vendor’s ability to provide Services and Deliverables, as well as the specific Services and Deliverables that would be so affected. The Parties agree that if the Commonwealth directs Vendor not to accept the restrictions, Vendor shall be excused from its obligations under this Agreement with regard to the performance of such Services and Deliverables to the extent such performance is actually affected thereby. Notwithstanding the foregoing, Vendor shall not be so excused if the Commonwealth withholds its consent to any such Third-Party Work because, upon Disentanglement, (i) the assignment of such Third-Party Work to the Commonwealth or its designee would be subject to subsequent third party approval, or (ii) the Commonwealth would be obligated to reimburse Vendor for any termination or canc...
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Use in Services. With respect to any Third Party Works Provider desires to implement or utilize in the provision of any Services, Provider shall use commercially reasonable efforts to secure for Client a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the proper conduct of Client’s business. If Provider is unable to obtain any such rights and licenses, Provider shall notify Client in advance and shall not use such Third Party Works without Client’s express, prior written consent (and absent such consent, Provider’s use of any such Third Party Works shall obligate Provider to obtain or arrange, for such rights and licenses for Client upon Disentanglement).
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Related to Use in Services

  • Basic Services Fee 6.1.1 For Basic Services, as described in Article 1, and including all disciplines identified in Paragraph 15.1 as part of Basic Services, Architect/Engineer’s fee shall be a negotiated Basic Services Fee to cover all costs and profit. 6.1.2 The Architect/Engineer’s Basic Services Fee will be based on the Amount Available for the Construction Contract identified in the Program of Requirements. 6.1.3 In multiple package projects, the Basic Services Fee for each package shall be determined in a manner agreed to by A/E and Owner. The Architect/Engineer’s total Basic Services Fee will be the sum of the basic services fees for all packages. 6.1.4 If the description of the Architect/Engineer’s Basic Services is changed materially, the applicable fee shall be adjusted equitably.

  • Basic Services The Architect/Engineer’s Basic Services include all disciplines identified in Article 15 and all related usual and customary design, consultant, and other services necessary and reasonably inferable to complete the Project, or any phase of the Project, in accordance with the Owner’s requirements and the terms of this Agreement.

  • Ambulance Services Ground Ambulance Air and Water Ambulance

  • Utility Services Company agrees to pay the full cost and expense associated with its use of all utilities, including but not limited to water, sanitary sewer, electric, storm drainage, and telecommunication services.

  • Payments for Distribution Assistance and Administrative Support Services (a) Payments to the Distributor. In consideration of the payments made by the Fund to the Distributor under this Plan, the Distributor shall provide administrative support services and distribution services to the Fund. Such services include distribution assistance and administrative support services rendered in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be rendering appropriate distribution assistance or administrative support services in connection with the sale of Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other information to verify that the Distributor is providing appropriate services in this regard. For such services, the Fund will make the following payments to the Distributor: