East Tennessee Diagnostic Center, LLC Sample Clauses

East Tennessee Diagnostic Center, LLC. The Parties acknowledge that Sellers’ interest in East Tennessee Diagnostic Center, LLC (“ETDC”) cannot be transferred to Purchaser without the consent of a majority of ETDC’s Board of Governors and a waiver of all rights of first refusal and similar purchase rights applicable to the transfer of Sellers’ membership interest in ETDC to Purchaser hereunder. Sellers will use reasonable business efforts to cause ETDC’s Board of Governors to consent to the transfer its membership interest in ETDC to Purchaser, to have Purchaser admitted as a member of ETDC and to obtain waivers of all rights of first refusal and similar purchase rights applicable to the transfer of Sellers membership interest in ETDC to Purchaser hereunder. If Sellers are unable to obtain such consent and amendment, Sellers will use reasonable business efforts to cause ProVision Healthcare, LLC (“PVH”) to purchase all of Sellers’ membership interest in ETDC for a purchase price equal to the fair market value of the membership interest, which purchase price shall be paid in immediately available funds on or prior to the Closing Date. Sellers will provide Purchaser with copies of all agreements governing PVH’s purchase of Sellers’ membership interest in ETDC, and all fair market value reports and analysis prepared in connection therewith. If Sellers sell their membership interest in ETDC to PVH prior to the Closing Date, the purchase price agreed upon by Sellers and PVH will be deducted from the Purchase Price to be paid by Purchaser to Sellers on the Closing Date. If Sellers are unable to sell their membership interest prior to the Closing Date, Seller’s membership interest in ETDC shall be considered an Excluded Asset under this Agreement and Sellers’ shall pay Purchaser the purchase price within five (5) business days after receipt thereof from PVH after the sale. Sellers shall have one (1) year to sell their membership interest in ETDC to PVH. If they fail to do so by the first anniversary of the Closing Date, Sellers shall pay Purchaser a fair market purchase price established by an independent third party appraiser mutually selected by and acceptable to CHP and Purchaser. CHP and Purchaser shall each be responsible for one-half of the fees due to the appraiser and neither CHP nor Purchaser shall unreasonably withhold, delay or condition their approval of an appraiser to be appointed under this Section 11.9(b). If the purchase price is determined by an independent third party appraiser, CHP ...
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Related to East Tennessee Diagnostic Center, LLC

  • 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.

  • SPECIAL SERVICES Should the Trust have occasion to request the Adviser to perform services not herein contemplated or to request the Adviser to arrange for the services of others, the Adviser will act for the Trust on behalf of the Fund upon request to the best of its ability, with compensation for the Adviser's services to be agreed upon with respect to each such occasion as it arises.

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Asset Management Services (i) Real Estate and Related Services:

  • Call Center Services Answer telephone inquiries during mutually agreed upon hours each day on which the Fund is open for trading. In the event that the Fund plans to be open on a business day when the New York Stock Exchange is to be closed, the Fund shall provide the Transfer Agent with reasonable advance notice and the parties shall discuss the call center resources available for such day. The Transfer Agent shall answer and respond to inquiries from existing Shareholders, prospective Shareholders of the Fund and broker-dealers on behalf of such Shareholders in accordance with the instructions provided by the Fund to the Transfer Agent for purpose of fulfilling its duties under this Agreement, including, accepting transaction requests on behalf of the Fund.

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  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

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