By Windward. Windward warrants that, for a period of ninety (90) days from initial delivery of the Software to Licensee, the Software will, when properly installed and used in accordance with the Documentation, perform substantially in accordance with the specifications for the Software as described in the applicable Documentation. As Licensee’s exclusive remedy and Windward’s sole obligation for breach of this warranty, Windward shall use commercially reasonable efforts to correct any reproducible error in the Software constituting a breach of the warranty at no additional charge. Windward does not warrant that Licensee’s use of the Software will be error-free, virus-free or uninterrupted. Windward makes no other warranty, express or implied, with respect to any Services or Software provided by Windward under this Agreement. WINDWARD HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER STATUTORY, ARISING FROM COURSE OF DEALING, OR OTHERWISE, INCLUDING WITHOUT LIMITATION TERMS AS TO QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

By Windward. (i) in the event of a material breach of this Agreement by the Company or the Shareholders that has not been cured, or if any representation or warranty of the Company or the Shareholders shall have become untrue in any material respect, which in either case is incapable of being cured by the Subsequent Closing Date or will prevent or delay consummation of the Merger by or beyond the Termination Date; or (ii) if the Subsequent Closing shall not have occurred on or before the Termination Date by reason of the failure of any condition precedent under Section 7.1 or 7.3 hereof (unless the failure results primarily from Windward's breaching any representation, warranty or covenant contained in this Agreement or any Collateral Document); or (iii) if the Company amends the Company Disclosure Schedule pursuant to Section 10.12; or E. by Windward, if the Company or its Board of Directors or any Shareholder takes any action prohibited by Section 6.7; or

By Windward. Windward agrees to defend Licensee from and against any third party claims alleging that the Software or Documentation as furnished to Licensee and used within the scope of this Agreement infringes any U.S. patent issued as of the Effective Date, or any copyright, trademark or is a misappropriation of any trade secret of such third party and Windward will pay all final judgments awarded or settlements entered into on such claims. The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or related to (i) a modification of the Software or Documentation by anyone other than Windward or its duly authorized agent; (ii) the incorporation into the Software or Documentation of any information provided by or requested by Licensee; (iii) a combination of the Software with any third party software or equipment not specified in the Documentation and where such combination is the cause of such infringement; or (iv) the use of a version of the Software other than the then-current version if the infringement would have been avoided by using of the then-current version. In the event the Software or Documentation are held or are believed by Windward to infringe, Windward may, at its sole option and expense, elect to (a) modify the Software or Documentation so that they are non-infringing; (b) replace the Software with non-infringing Software which are functionally equivalent; (c) obtain a license for Licensee to continue to use the Software as provided hereunder; or if none of (a), (b), or (c) is commercially reasonable, then (d) terminate the license for the infringing Software or Documentation and refund the license fees paid for that Software or Documentation, prorated over a five (5) year term from the Effective Date. This Section 9.1 states Windward’s entire liability and Licensee’s sole and exclusive remedy for any infringement of third party proprietary rights of any kind.

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WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS V, L.P., a Delaware Limited Partnership ("Restart V"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");
Clinical Management for Behavioral Health Services (CMBHS) System 1. request access to CMBHS via the CMBHS Helpline at (000) 000-0000. 2. use the CMBHS time frames specified by System Agency. 3. use System Agency-specified functionality of the CMBHS in its entirety. 4. submit all bills and reports to System Agency through the CMBHS, unless otherwise instructed.
Digital Health The HSP agrees to: (a) assist the LHIN to implement provincial Digital Health priorities for 2017-18 and thereafter in accordance with the Accountability Agreement, as may be amended or replaced from time to time; (b) comply with any technical and information management standards, including those related to data, architecture, technology, privacy and security set for health service providers by MOHLTC or the LHIN within the timeframes set by MOHLTC or the LHIN as the case may be; (c) implement and use the approved provincial Digital Health solutions identified in the LHIN Digital Health plan; (d) implement technology solutions that are compatible or interoperable with the provincial blueprint and with the LHIN Cluster Digital Health plan; and (e) include in its annual Planning Submissions, plans for achieving Digital Health priority initiatives.
Data Storage Where required by applicable law, Student Data shall be stored within the United States. Upon request of the LEA, Provider will provide a list of the locations where Student Data is stored.
Behavioral Health Services Behavioral health services include the evaluation, management, and treatment for a mental health or substance use disorder condition. For the purpose of this plan, substance use disorder does not include addiction to or abuse of tobacco and/or caffeine. Mental health or substance use disorders are those that are listed in the most updated volume of either: • the Diagnostic and Statistical Manual of Mental Disorders (DSM) published by the American Psychiatric Association; or • the International Classification of Disease Manual (ICD) published by the World Health Organization. This plan provides parity in benefits for behavioral healthcare services. Please see Section 10 for additional information regarding behavioral healthcare parity. This plan covers behavioral health services if you are inpatient at a general or specialty hospital. See Inpatient Services in Section 3 for additional information. This plan covers services at behavioral health residential treatment facilities, which provide: • clinical treatment; • medication evaluation management; and • 24-hour on site availability of health professional staff, as required by licensing regulations. This plan covers intermediate care services, which are facility-based programs that are: • more intensive than traditional outpatient services; • less intensive than 24-hour inpatient hospital or residential treatment facility services; and • used as a step down from a higher level of care; or • used a step-up from standard care level of care. Intermediate care services include the following: • Partial Hospital Program (PHP) – PHPs are structured and medically supervised day, evening, or nighttime treatment programs providing individualized treatment plans. A PHP typically runs for five hours a day, five days per week. • Intensive Outpatient Program (IOP) – An IOP provides substantial clinical support for patients who are either in transition from a higher level of care or at risk for admission to a higher level of care. An IOP typically runs for three hours per day, three days per week.
Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.
Wellness i. To support the statewide goal for a healthy and productive workforce, employees are encouraged to participate in a Well-Being Assessment survey. Employees will be granted work time and may use a state computer to complete the survey. ii. The Coalition of Unions agrees to partner with the Employer to educate their members on the wellness program and encourage participation. Eligible, enrolled subscribers who register for the Smart Health Program and complete the Well-Being Assessment will be eligible to receive a twenty-five dollar ($25) gift certificate. In addition, eligible, enrolled subscribers shall have the option to earn an annual one hundred twenty-five dollars ($125.00) or more wellness incentive in the form of reduction in deductible or deposit into the Health Savings Account upon successful completion of required Smart Health Program activities. During the term of this Agreement, the Steering Committee created by Executive Order 13-06 shall make recommendations to the PEBB regarding changes to the wellness incentive or the elements of the Smart Health Program.
Cloud storage DSHS Confidential Information requires protections equal to or greater than those specified elsewhere within this exhibit. Cloud storage of Data is problematic as neither DSHS nor the Contractor has control of the environment in which the Data is stored. For this reason: (1) DSHS Data will not be stored in any consumer grade Cloud solution, unless all of the following conditions are met: (a) Contractor has written procedures in place governing use of the Cloud storage and Contractor attests in writing that all such procedures will be uniformly followed. (b) The Data will be Encrypted while within the Contractor network. (c) The Data will remain Encrypted during transmission to the Cloud. (d) The Data will remain Encrypted at all times while residing within the Cloud storage solution. (e) The Contractor will possess a decryption key for the Data, and the decryption key will be possessed only by the Contractor and/or DSHS. (f) The Data will not be downloaded to non-authorized systems, meaning systems that are not on either the DSHS or Contractor networks. (g) The Data will not be decrypted until downloaded onto a computer within the control of an Authorized User and within either the DSHS or Contractor’s network. (2) Data will not be stored on an Enterprise Cloud storage solution unless either: (a) The Cloud storage provider is treated as any other Sub-Contractor, and agrees in writing to all of the requirements within this exhibit; or, (b) The Cloud storage solution used is FedRAMP certified. (3) If the Data includes protected health information covered by the Health Insurance Portability and Accountability Act (HIPAA), the Cloud provider must sign a Business Associate Agreement prior to Data being stored in their Cloud solution.
Research Analyst Independence The Company acknowledges that the Underwriters’ research analysts and research departments are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.
Cloud Services You will not intentionally (a) interfere with other customers’ access to, or use of, the Cloud Service, or with its security; (b) facilitate the attack or disruption of the Cloud Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots); (c) cause an unusual spike or increase in Your use of the Cloud Service that negatively impacts the Cloud Service’s operation; or (d) submit any information that is not contemplated in the applicable Documentation.

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