Certain General Provisions 30 5.1. Closing Fee..........................................................................30 5.2. Agent's Fee..........................................................................30 5.3.
General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
General Provisions as to Payments (a) The Borrower shall make each payment of principal of, and interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New York City time) on the date when due, in Federal or other funds immediately available in New York City, to the Agent at its address referred to in Section 9.01. The Agent will promptly distribute to each Bank its ratable share of each such payment received by the Agent for the account of the Banks. Whenever any payment of principal of, or interest on, the Domestic Loans or of fees shall be due on a day which is not a Domestic Business Day, the date for payment thereof shall be extended to the next succeeding Domestic Business Day. Whenever any payment of principal of, or interest on, the Euro-Dollar Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day falls in another calendar month, in which case the date for payment thereof shall be the next preceding Euro-Dollar Business Day. Whenever any payment of principal of, or interest on, the Money Market Loans shall be due on a day which is not a Euro-Dollar Business Day, the date for payment thereof shall be extended to the next succeeding Euro-Dollar Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.
(b) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Banks hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Bank on such due date an amount equal to the amount then due such Bank. If and to the extent that the Borrower shall not have so made such payment, each Bank shall repay to the Agent forthwith on demand such amount distributed to such Bank together with interest thereon, for each day from the date such amount is distributed to such Bank until the date such Bank repays such amount to the Agent, at the Federal Funds Rate.
General Provisions Applicable to Loans Section 6.1 Minimum Amounts for Committed Borrowings, Conversions or Continuations and Prepayments.
General Provision (a) MML Advisers hereby appoints the Subadviser, and the Subadviser hereby undertakes to act, as investment subadviser to the Portfolio to provide investment advice and to perform for the Fund such other duties and functions as are hereinafter set forth. The Subadviser shall, in all matters, give to the Fund and the Trust’s Board of Trustees, directly or through MML Advisers, the benefit of the Subadviser’s best judgment, effort, advice and recommendations and shall at all times perform its obligations in compliance with:
(i) the provisions of the Act and any rules or regulations thereunder and the Internal Revenue Code of 1986, as amended, as applicable to the Fund;
(ii) any other provisions of state or federal law applicable to the operation of registered investment companies;
(iii) the provisions of the Agreement and Declaration of Trust and Bylaws of the Trust, as amended from time to time and provided to the Subadviser by MML Advisers (collectively referred to as the “Trust Documents”);
(iv) policies and determinations of the Board of Trustees of the Trust and MML Advisers, of which the Subadviser has been notified;
(v) the fundamental and non-fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Act from time to time; and
(vi) the Prospectus and Statement of Additional Information of the Fund in effect from time to time (collectively referred to as the “Disclosure Documents”).
(b) The officers and employees of the Subadviser responsible for providing the services of the Subadviser hereunder shall be available upon reasonable notice for consultation with respect to the provision of such services.
(c) Subadviser will comply with the applicable provisions of the Fund’s pricing procedures which it has received and, upon request, will provide reasonable assistance to the Fund’s pricing agent in valuing securities held by the Fund.
GENERAL PROVISIONS AND RECITALS 12 1. The parties agree that the terms used, but not otherwise defined below in Paragraph B, shall 13 have the same meaning given to such terms under the Health Insurance Portability and Accountability Act 14 of 1996, Public Law 104-191 (“HIPAA”), the Health Information Technology for Economic and Clinical 15 Health Act, Public Law 111-005 (“the HITECH Act”), and their implementing regulations at 45 CFR Parts 16 160 and 164 (“the HIPAA regulations”) as they may exist now or be hereafter amended.
17 2. The parties agree that a business associate relationship under HIPAA, the HITECH Act, and 18 the HIPAA regulations between CONTRACTOR and COUNTY arises to the extent that CONTRACTOR 19 performs, or delegates to subcontractors to perform, functionsor activities on behalf of COUNTY pursuant 20 to, and as set forth in, the Contract that are described in the definition of “Business Associate” in 45 CFR 21 § 160.103.
22 3. COUNTY wishes to disclose to CONTRACTOR certain information pursuant to the terms of 23 the Contract, some of which may constitute Protected Health Information (“PHI”), as defined below in 24 Subparagraph B.10, to be used or disclosed in the course of providing services and activities pursuant to, 25 and as set forth, in the Contract.
26 4. The parties intend to protect the privacy and provide for the security of PHI that may be 27 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract in compliance with 28 the applicable standards, implementation specifications, and requirements of HIPAA, the HITECH Act, 29 and the HIPAA regulations as they may exist now or be hereafter amended.
30 5. The parties understand and acknowledge that HIPAA, the HITECH Act, and the HIPAA 31 regulations do not pre-empt any state statutes, rules, or regulations that are not otherwise pre-empted by 32 other Federal law(s) and impose more stringent requirements with respect to privacy of PHI.
33 6. The parties understand that the HIPAA Privacy and Security rules, as defined below in 34 Subparagraphs B.9. and B.14., apply to CONTRACTOR in the same manner as they apply to a covered 35 entity (COUNTY). XXXXXXXXXX agrees therefore to be in compliance at all times with the terms of 36 this Business Associate Contract, as it exists now or be hereafter updated with notice to CONTRACTOR, 37 and the applicable standards, implementation specifications, and requirements of the Privacy and the 1 Security rules, as they may exist now or be hereafter amended, with respect to PHI and electronic PHI 2 created, received, maintained, transmitted, used, or disclosed pursuant to the Contract.
Definitions and General Provisions The following words and terms as hereinafter used in this Agreement shall have the following meanings unless otherwise herein provided and unless the context or use clearly indicates an other or different meaning or intent.
ARTICLE IX MISCELLANEOUS 60 SECTION 9.01
Governing Law Miscellaneous This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Each of the parties consents to the exclusive jurisdiction of the federal courts whose districts encompass any part of the City of New York or the state courts of the State of New York sitting in the City of New York in connection with any dispute arising under this Agreement or any of the other Transaction Agreements and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on FORUM NON CONVENIENS, to the bringing of any such proceeding in such jurisdictions. To the extent determined by such court, the Company shall reimburse the Lender for any reasonable legal fees and disbursements incurred by the Lender in enforcement of or protection of any of its rights under any of the Transaction Agreements. Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. A facsimile transmission of this signed Agreement shall be legal and binding on all parties hereto. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction. This Agreement may be amended only by an instrument in writing signed by the party to be charged with enforcement thereof. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
M iscellaneous 14.1. In the event of any inconsistency, discrepancy, misstatement or error appearing in translations of the particulars and the Online Terms and Conditions to any other language (if any), the Online Terms and Conditions in the English language shall prevail.
