Adverse Determination Clause Samples
An Adverse Determination clause defines the process and consequences when a decision is made that negatively affects a party’s rights or interests under an agreement, often in the context of insurance, healthcare, or regulatory matters. Typically, this clause outlines the criteria for making such a determination, the notification requirements, and the affected party’s rights to appeal or seek review. Its core practical function is to ensure transparency and fairness by providing a clear procedure for handling unfavorable decisions, thereby protecting parties from arbitrary or unexplained negative outcomes.
Adverse Determination. In the event the trust arrangement created hereby is deemed to be invalid or ineffective as a trust by a court of competent jurisdiction, whether in connection with the bankruptcy of one of the parties hereto or otherwise (an “Adverse Determination”), then the parties agree that the nature of their relationship shall be Grantor as debtor, the Trustee as securities intermediary and the Beneficiaries’ Representative as secured party for the benefit of the Beneficiaries. To that end, and to secure the obligation of Grantor to indemnify Beneficiaries, Grantor hereby grants the Beneficiaries’ Representative for the benefit of the Beneficiaries a continuing security interest in, and pledges all rights, title and interest in and to, the following (for purposes of this Section 4.12, the “Collateral”):
4.12.1 The Trust Account and the Trust Fund, and any certificates or instruments representing or evidencing the Trust Fund, and all cash, investment property, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable in respect of or in exchange for any or all of the Trust Fund;
4.12.2 All other investment property and other property hereafter issued, delivered or deliverable to Trustee in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, investment property, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise issued, distributed or distributable after the date hereof in respect of or in exchange for any or all thereof; and
4.12.3 All proceeds of all of the foregoing Grantor and, at the direction of the Beneficiaries’ Representative, the Trustee shall execute such other documents and instruments as the Beneficiaries’ Representative reasonably may require from time to time to perfect and protect the first priority security interest of the Beneficiaries’ Representative on behalf of the Beneficiaries in the Collateral but the Trustee shall have no duty to prepare or file any such documents or instruments. In the event of an Adverse Determination, the Beneficiaries’ Representative shall have and shall be deemed to have had all the rights and remedies of a secured party under Article 9 of the Uniform Commercial Code (UCC) and may exercise any of the rights and remedies available to the Beneficiaries’ Representative und...
Adverse Determination. This means a decision made by us or our designee relating to an Admission, extension of stay, or health care service that is partially or wholly adverse to the Enrollee, including a decision to deny an Admission, extension of stay, or health care service on the basis that it is not medically necessary.
Adverse Determination. The IRO shall provide notice of its decision to uphold or reverse the Adverse Determination or Final Adverse Determination to the Plan, the Director and you: as expeditiously as your medical condition or circumstances require, but no more than 72 hours after the receipt of request. You may file a request with the Director for an external review after receipt of an Adverse Determination or a Final Adverse Determination within: 4 months after date of receipt After the receipt for an external review, the Director shall send a copy of the request to the Plan within: one business day The Plan shall complete a preliminary review of the request within: 5 business days After completion of the preliminary review, the Plan shall notify you and the Director whether the request is complete and eligible for external review within: one business day assign an IRO and notify the Plan of the name of the IRO, within: one business day notify you of the request's eligibility and acceptance for external review and the name of the IRO, within: one business day If you are notified that your request for an external review has been accepted, you must submit additional information to the assigned IRO within: 5 business days The assigned IRO shall then select one or more clinical reviewers within: one business day The Plan shall provide to the assigned IRO the documents and any information used in making the Adverse Determination or Final Adverse Determination within: 5 business days of notice of assigned IRO After being selected by the assigned IRO, each clinical reviewer shall provide an opinion to the assigned IRO on whether the recommended or request health care service shall be covered within: 20 days or, in the case of an expedited external review: immediately, but in no event more than 5 calendar days The assigned IRO shall make a decision after receipt of the opinion from each clinical reviewer and provide notification of the decision to the Director, you and the Plan within: 20 days or, in the case of an expedited external review, within: 48 hours after receipt of the opinion of each clinical reviewer If you or one of your covered dependents incur expenses for sickness or injury that occurred due to the negligence of a third party and benefits have been pro vided for Covered Services described in this Policy, you agree:
Adverse Determination. Any indemnification under Sections 3 and 4 --------------------- hereof shall be paid by the Company in accordance with Section 8 unless (i) a determination is made that indemnification is not proper because the Indemnitee has not met the applicable standard of conduct set forth in Sections 3 and 4, or (ii) with respect to indemnification under Section 4, the Indemnitee shall have been adjudged to be liable to the Company, and the court in which such Proceeding is or was pending has determined upon application that, in view of all the circumstances of the case, the Indemnitee is not entitled to indemnity. The determination set forth in (i) above shall be made no later than the end of the thirty-day period set forth in Section 8.2 by any of the following: (1) with respect to a person who is a director or officer at the time of such determination (a) by a majority vote of the directors who are not parties to such Proceeding, even if less than a quorum, (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (c) if there are no such directors or if such directors so direct, by a written opinion of independent legal counsel, or (d) by approval of the Company's stockholders with the shares owned by the Indemnitee not being entitled to vote thereon or (ii) with respect to employees and agents who are not directors or officers at the time of such determination, by any person or persons having corporate authority to act on the matter, including the foregoing authorized persons, or (iii) with respect to all employees and agents whether or not such employees and agents are officers or directors of the Company at the time of such determination, by the court in which such Proceeding is or was pending, if such is the case, upon application made by the Company or the Indemnitee or the attorney or other person rendering services in connection with the defense, whether or not such application by the Indemnitee, attorney or other person is opposed by the Company.]
Adverse Determination. When the claims administrator reviews an admission, availabil- ity of care, continued stay, or other health care service and decides that it is not medi- cally necessary, appropriate, or effective. Therefore, payment for the requested service is denied, reduced, or terminated.
Adverse Determination. The IRO shall provide notice of its decision to uphold or reverse the Adverse Determination or Final Adverse Determination to the Plan, the Director and you: as expeditiously as your medical condition or circumstances require, but no more than 72 hours after the receipt of request.
Adverse Determination. If, after the Effective Date of this Agreement, FERC or any other regulatory body, agency or court of competent jurisdiction determines that all or any part of this Agreement, its operation or effect is unjust, unreasonable, unlawful, imprudent or otherwise not in the public interest, each Party shall be relieved of any obligations hereunder to the extent necessary to comply with or eliminate such adverse determination. The Parties shall promptly enter into good faith negotiations in an attempt to achieve a mutually agreeable modification to this Agreement to address any such adverse determination.
Adverse Determination. In case the Trustee or the Issuer shall have proceeded to enforce its rights under this Financing Agreement and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Issuer, then, and in every such case, the Company, the Trustee and the Issuer shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Company, the Trustee and the Issuer shall continue as though no such action had been taken.
Adverse Determination. HPN or Payer shall be responsible for notifying Members of non-Covered Services. Member notification shall be made in writing, with a copy to Provider, that indicates the decision to deny services made by HPN. If the Member elects not to comply with such writing and the requirements of HPN, Provider will ▇▇▇▇ Member directly under Section 6.6, hereof.
Adverse Determination. SelectCare shall be responsible for notifying Members of non-Covered Services. Member notification shall be made in writing, with a copy to Provider, that indicates the decision to deny services made by SelectCare. If the Member elects not to comply with such writing and the requirements of SelectCare, Provider will ▇▇▇▇ Member directly under Section 5.6, hereof.