Common use of Covenants of Vendor Clause in Contracts

Covenants of Vendor. 6.1 Vendor shall designate and market CHC as its exclusive provider of services for the transmission and processing of electronic healthcare transactions to or with CHC Participating Payers. Such obligations shall include reasonable cooperation with CHC in the development of a coordinated marketing and sales effort designed to increase the use of the CHC Services through Vendorís System. 6.2 Vendor shall exclusively use the CHC Services for the transmission and submission of Transactions to CHC Participating Payers and submit all Transactions directly to CHC for transmittal to CHC Participating Payers. In this regard, Vendor shall not (i) submit any Transactions to CHC Participating Payers (whether directly or indirectly through a CHC Competitor or other person or entity) other than through the CHC Services or (ii) market or contract for, or take any steps to effect (including without limitation the establishment of connections or interfaces for), the direct or indirect submission of Transactions to or with any entity, which is, or is capable of becoming, a CHC Participating Payer. 6.3 Without the prior written consent of CHC granted on or after the Effective Date hereof, Vendor shall not submit any transaction through the CHC Services which is not a Direct Transaction; provided, that, CHC may grant or withhold such consent in its sole discretion and, further provided, that, any such consent may, at the discretion of CHC, be conditioned upon the payment by Vendor of a fee with respect to any such Transaction that is not a Direct Transaction. 6.4 Any violation by Vendor of any provision of this Article 6 shall constitute a material breach of this Agreement and, notwithstanding anything to the contrary herein, at any time after the occurrence of such breach, CHC shall have the right, at its option, (i) to terminate this Agreement immediately upon written notice to Vendor and/or (ii) in the event of a breach by Vendor of Section 6.3, to impose on Vendor a Transaction fee for any Transactions submitted to CHC in violation of Section 6.3. The obligations set forth in Section 6 shall be binding upon Vendor and its current and future Affiliates, successors and permitted assigns. Without limiting the foregoing, in addition to any other remedy it may have, in order to enforce the provisions of Xxxxxxx 0, XXX shall be entitled to equitable remedies (including without limitation specific performance and injunctive relief) and to recover attorneyís fees and expenses.

Covenants of Vendor. 6.1 Vendor shall designate and market CHC as its exclusive provider of services for the transmission and processing of electronic healthcare transactions to or with CHC Participating Payers. Such obligations shall include reasonable cooperation with CHC in the development of a coordinated marketing and sales effort designed to increase the use of the CHC Services through Vendorís System. 6.2 Vendor shall exclusively use the CHC Services for the transmission and submission of Transactions to CHC Participating Payers and submit all Transactions directly to CHC for transmittal to CHC Participating Payers. In this regard, Vendor shall not (i) submit any Transactions to CHC Participating Payers (whether directly or indirectly through a CHC Competitor or other person or entity) other than through the CHC Services or (ii) market or contract for, or take any steps to effect (including without limitation the establishment of connections or interfaces for), the direct or indirect submission of Transactions to or with any entity, which is, or is capable of becoming, a CHC Participating Payer.Payer.][KS1][JG2][JG3] 6.3 Without the prior written consent of CHC granted on or after the Effective Date hereof, Vendor shall not submit any transaction through the CHC Services which is not a Direct Transaction; provided, that, CHC may grant or withhold such consent in its sole discretion and, further provided, that, any such consent may, at the discretion of CHC, be conditioned upon the payment by Vendor of a fee with respect to any such Transaction that is not a Direct Transaction. 6.4 Any violation by Vendor of any provision of this Article 6 shall constitute a material breach of this Agreement and, notwithstanding anything to the contrary herein, at any time after the occurrence of such breach, CHC shall have the right, at its option, , (i) to terminate this Agreement immediately upon written notice to Vendor and/or (ii) in the event of a breach by Vendor of Section 6.3, to impose on Vendor a Transaction fee for any Transactions submitted to CHC in violation of Section 6.3. The obligations set forth in Section 6 shall be binding upon Vendor and its current and future Affiliates, successors and permitted assigns. Without limiting the foregoing, in addition to any other remedy it may have, in order to enforce the provisions of Xxxxxxx 0, XXX shall be entitled to equitable remedies (including without limitation specific performance and injunctive relief) and to recover attorneyís fees and expenses.

Covenants of Vendor. 6.1 The Vendor shall designate hereby covenants and market CHC agrees with the Purchaser that: (a) from and after Court Approval, the Vendor will provide the Purchaser and its representatives with controlled access to the Purchased Property at the Vendor's sole discretion for all purposes reasonably necessary or desirable in connection with the sale and purchase contemplated by this Agreement including such further investigations and inspections as the Purchaser may wish to make, provided that such access will be at reasonable times and on reasonable notice to the Vendor and, at the option of the Vendor, subject to the Vendor's supervision, will cause no disruption to the operation of the Business, will be at the Purchaser's sole risk and expense and will be subject to the Purchaser indemnifying the Vendor in accordance with paragraph 6.2(a); (b) from and after Court Approval, the Vendor will allow the Purchaser and its exclusive provider of services representatives controlled access to the Books and Records for the transmission and processing purpose of electronic healthcare transactions any further reviews or investigations the Purchaser may wish to or with CHC Participating Payers. Such obligations shall include reasonable cooperation with CHC carry out; (c) except in the development ordinary course of a coordinated marketing and sales effort designed to increase business, the use Vendor will not encumber, sell, transfer or dispose of the CHC Services through Vendorís System. 6.2 Vendor shall exclusively use the CHC Services for the transmission and submission of Transactions to CHC Participating Payers and submit all Transactions directly to CHC for transmittal to CHC Participating Payers. In this regardPurchased Property, Vendor shall not (i) submit any Transactions to CHC Participating Payers (whether directly or indirectly through a CHC Competitor or other person or entity) other than through the CHC Services or (ii) market or contract for, or take any steps to effect (including without limitation the establishment of connections or interfaces for), the direct or indirect submission of Transactions to or with any entity, which is, or is capable of becoming, a CHC Participating Payer. 6.3 Without the prior written consent of CHC granted on the Purchaser; (d) the Vendor will not acquire, nor make any commitments to acquire, any capital assets; (e) at the Purchaser's request and expense, the Vendor will cooperate with the Purchaser in its efforts to obtain the consents and approvals referred to in paragraph 5.3(c) hereof; (f) at its sole cost and expense, the Vendor will maintain insurance coverage over the Purchased Property to and including the Closing Date; (g) from the Proceeds of the Purchase Price, the Vendor will deposit in trust the sum of $1,000,000.00 which will be held as a holdback for payment of any liens for U.S. Federal, state or county sales and use or other taxes (including any interest, penalties or filing fees in connection therewith) for which the Vendor is liable for the period up to the Closing Date, which holdback funds can only be utilised by the Vendor to discharge these liabilities. After such time as the Vendor has received written confirmation from the appropriate governmental authorities that the aforesaid liens have been satisfied in full, the balance of the holdback funds may be released from trust to the Vendor. (h) after the Effective Date hereof, Vendor shall not submit any transaction through funds have been deposited in trust with the CHC Services which is not a Direct Transaction; provided, that, CHC may grant or withhold such consent in its sole discretion and, further provided, that, any such consent may, at Solicitors for the discretion of CHC, be conditioned upon the payment by Vendor of a fee with respect to any such Transaction that is not a Direct Transaction. 6.4 Any violation by Vendor of any provision of this Article 6 shall constitute a material breach of this Agreement and, notwithstanding anything Purchaser pursuant to the contrary hereinEscrow Agreement, at any time after give the occurrence Purchaser controlled access to the employees of such breachthe Vendor, CHC shall have in the right, at its option, presence of an officer of the Vendor; (i) to terminate this Agreement immediately upon written notice to Vendor and/or (ii) in Accounts Receivable as at the event Closing Date will have a minimum book value of $1,600,000.00, provided that if the Accounts Receivable have a breach by Vendor of Section 6.3book value less than $1,600,000.00, to impose on Vendor a Transaction fee for any Transactions submitted to CHC in violation of Section 6.3. The obligations set forth in Section 6 shall be binding upon Vendor and its current and future Affiliates, successors and permitted assigns. Without limiting the foregoing, in addition to any other remedy it may have, in order to enforce the provisions of Xxxxxxx 0, XXX shall Purchaser will be entitled to equitable remedies have the Purchase Price reduced by the amount by which the book value of the Accounts Receivable is less than $1,600,000.00. The book value of the Accounts Receivable will be deemed to include an estimate of unbooked billxxxx xxxated to the Business from and including the first day of the month in which closing occurs to the Closing Date; and (including without limitation specific performance j) the Vendor will retain and injunctive relief) preserve the original accounting and financial records of DCII for a period of six years immediately following the Closing Date and will permit access to recover attorneyís fees and expensesthe Purchaser or the Purchaser's representatives upon reasonable request during such six year period.

Covenants of Vendor. 6.1 Vendor shall designate and market CHC as its exclusive provider of services for the transmission and processing of electronic healthcare transactions to or with CHC Participating Payers. Such obligations shall include reasonable cooperation with CHC in the development of a coordinated marketing and sales effort designed to increase the use of the CHC Services through Vendorís Vendor’s System. 6.2 Vendor shall exclusively use the CHC Services for the transmission and submission of Transactions to CHC Participating Payers and submit all Transactions directly to CHC for transmittal to CHC Participating Payers. In this regard, Vendor shall not (i) submit any Transactions to CHC Participating Payers (whether directly or indirectly through a CHC Competitor or other person or entity) other than through the CHC Services or (ii) market or contract for, or take any steps to effect (including without limitation the establishment of connections or interfaces for), the direct or indirect submission of Transactions to or with any entity, which is, or is capable of becoming, a CHC Participating Payer.] 6.3 Without the prior written consent of CHC granted on or after the Effective Date hereof, Vendor shall not submit any transaction through the CHC Services which is not a Direct Transaction; provided, that, CHC may grant or withhold such consent in its sole discretion and, further provided, that, any such consent may, at the discretion of CHC, be conditioned upon the payment by Vendor of a fee with respect to any such Transaction that is not a Direct Transaction. 6.4 Any violation by Vendor of any provision of this Article 6 shall constitute a material breach of this Agreement and, notwithstanding anything to the contrary herein, at any time after the occurrence of such breach, CHC shall have the right, at its option, (i) to terminate this Agreement immediately upon written notice to Vendor and/or (ii) in the event of a breach by Vendor of Section 6.3, to impose on Vendor a Transaction fee for any Transactions submitted to CHC in violation of Section 6.3. The obligations set forth in Section 6 shall be binding upon Vendor and its current and future Affiliates, successors and permitted assigns. Without limiting the foregoing, in addition to any other remedy it may have, in order to enforce the provisions of Xxxxxxx 0Section 6, XXX CHC shall be entitled to equitable remedies (including without limitation specific performance and injunctive relief) and to recover attorneyís attorney’s fees and expenses.