Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
ERISA Obligations All Employee Plans of the Borrower meet the minimum funding standards of Section 302 of ERISA and 412 of the Internal Revenue Code where applicable, and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event” or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans, unless approved by the appropriate governmental agencies. The Borrower has promptly paid and discharged all obligations and liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid or unperformed might result in the imposition of a Lien against any of its properties or assets.
Valid Obligations The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary corporate action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to the enforcement of creditors' rights.
Excluded Obligations Notwithstanding anything to the contrary expressed or implied in the Finance Documents, the Security Agent shall not: (a) be bound to enquire as to (i) whether or not any Default has occurred or (ii) the performance, default or any breach by a Transaction Obligor of its obligations under any of the Finance Documents; (b) be bound to account to any other Party for any sum or the profit element of any sum received by it for its own account; (c) be bound to disclose to any other person (including but not limited to any Secured Party) (i) any confidential information or (ii) any other information if disclosure would, or might in its reasonable opinion, constitute a breach of any law or be a breach of fiduciary duty; (d) have or be deemed to have any relationship of trust or agency with, any Obligor.
Prior Obligations I represent that my performance of all terms of this Agreement as a consultant of the Company has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me prior or subsequent to the commencement of my Relationship with the Company, and I will not disclose to the Company, or use, any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party. I will not induce the Company to use any inventions, confidential or non-public proprietary information or material belonging to any current or former client or employer or any other party.
Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.
Specific Obligations The HSP: will provide to the Funder, or to such other entity as the Funder may direct, in the form and within the time specified by the Funder, the Reports, other than personal health information as defined in the Enabling Legislation, that the Funder requires for the purposes of exercising its powers and duties under this Agreement, the Accountability Agreement, the Enabling Legislation or for the purposes that are prescribed under any Applicable Law; will fulfil the specific reporting requirements set out in Schedule B; will ensure that every Report is complete, accurate, signed on behalf of the HSP by an authorized signing officer where required and provided in a timely manner and in a form satisfactory to the Funder; agrees that every Report submitted to the Funder by or on behalf of the HSP, will be deemed to have been authorized by the HSP for submission. For certainty, nothing in this section 8.1 or in this Agreement restricts or otherwise limits the Funder’s right to access or to require access to personal health information as defined in the Enabling Legislation, in accordance with Applicable Law for purposes of carrying out the Funder’s statutory objects to achieve the purposes of the Enabling Legislation.
Seller Obligations Seller shall (A) arrange and pay independently for any and all necessary costs under any Generator Interconnection Agreement with the Participating Transmission Owner; (B) cause the Interconnection Customer’s Interconnection Facilities, including metering facilities, to be maintained; and (C) comply with the procedures set forth in the GIP and applicable agreements or procedures provided under the GIP in order to obtain the applicable Electric System Upgrades and (D) obtain Electric System Upgrades, as needed, in order to ensure the safe and reliable delivery of Energy from the Project up to and including quantities that can be produced utilizing all of the Contract Capacity of the Project.
Retained Obligations Provided that the Closing occurs, Seller shall retain (a) all obligations and liabilities of Seller for the payment or improper payment of royalties, rentals and other similar payments under the Leases relating to the Subject Interests to the extent attributable to periods prior to the Effective Time; (b) all obligations of Seller under the Contracts for (i) overhead charges related to periods prior to the Effective Time, (ii) costs and expenses incurred prior to the Effective Time for goods and services provided prior to the Effective Time and (iii) other payment obligations that accrue and become due prior to the Effective Time; (c) all liability of Seller to Third Parties for personal injury or death to the extent occurring prior to the Effective Time as a result of the operation of the Assets; (d)(i) any and all income Taxes, franchise Taxes and similar Taxes imposed by any applicable law on Seller or any of its affiliates, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member, (ii) Asset Taxes allocable to Seller pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Seller pursuant to Section 10.02(b)(iii) or Section 12.02, (iii) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, and (iv) and any all other Taxes imposed on or with respect to the ownership or operation of the Assets for any tax period (or portion thereof) ending before the Effective Time; (e) all litigation existing as of the Closing Date, to the extent it relates to the period of time prior to the Effective Time; (f) any offsite disposal of hazardous materials by Seller from the Subject Interests to offsite locations occurring prior to the Effective Time; (g) Seller’s employment relationship with its employees and Seller’s employee benefit plans; (h) all liability of Seller under any credit facilities; (i) all liability of Seller under any hedging, swap, put, call, collar, future, derivative or similar arrangement; and (j) the Excluded Assets (collectively, the “Retained Obligations”, and the items specified in (c), (d), (f), (g), (h), (i), (j) and (k) herein, the “Specified Retained Obligations”).
County Obligations 2 A. ADMINISTRATOR shall provide oversight of the MSN Program, including appropriate 3 program administration, coordination, planning, evaluation, financial and contract monitoring, public 4 information and referral, standards assurance, and review and analysis of data gathered and reported. 5 Any administrative duty or obligation to be performed pursuant to thethis Agreement on a weekend or 6 holiday may be performed on the next regular business day. 7 B. ADMINISTRATOR shall establish, either directly and/or through subcontract(s), a Care 8 Coordination Unit (CCU) which shall: 9 1. Coordinate and make arrangements for the medical needs and care of MSN Enrollees. The 10 CCU shall not be responsible for the coordination of the social services needs of such patients. 11 2. Perform concurrent and retrospective utilization review of the medical appropriateness, 12 level of care, and utilization of all services provided to MSN Patients by All Providers. The parties 13 understand that the CCU shall use the latest available version of the Milliman Continuum of Care 14 Criteria, or other appropriate criteria as approved by ADMINISTRATOR, as its guideline for such 15 utilization review. ADMINISTRATOR acknowledges that CONTRACTOR may use Interqual criteria 16 for similar purposes within its own operations and with this understanding: 17 a. Prior to recommendation of any adjustment in the level of care or denial of any 18 inpatient day provided by CONTRACTOR that does not meet continuum of care criteria used by the 19 CCU, the CCU shall notify CONTRACTOR of a pending recommendation within two (2) business days 20 of such determination. 21 b. CONTRACTOR shall have the opportunity to provide written justification, within two 22 (2) business days after receiving written notice of recommendation, to the CCU which justification may 23 include the application of Interqual criteria and/or other supporting information, as CONTRACTOR 24 deems necessary. 25 c. If the CCU subsequently recommends the adjustment and/or denial of the inpatient day, 26 CONTRACTOR shall have the right to appeal the decision to the Medical Policy Committee, as 27 established by ADMINISTRATOR. 28 d. Intermediary shall reimburse hospital based on the determination of the CCU or 29 Medical Policy Committee as appropriate. 30 3. Communicate with CONTRACTOR regarding diversions, patient transfers, admissions, and 31 discharge planning. 32 4. Assist in coordinating the transitions of MSN Patients to appropriate outpatient care, lower 33 levels of care or other needed services through COUNTY contracted providers for skilled nursing 34 facilities, durable medical equipment, pharmacy services and home health care. 35 C. When needed services are not available through any Contracting Hospital, ADMINISTRATOR 36 may negotiate separate Letters of Agreement with rates appropriate for securing care for the provision of 37 // 1 such services with other Contracting Hospitals, or Non-Contract Hospitals, including those that may not 2 be located in Orange County. 3 D. If an MSN Enrollee requires acute psychiatric care, ADMINISTRATOR will make every 4 reasonable best effort to facilitate the transfer of the MSN Enrollee to a hospital or health care facility 5 that is operated by or has contracted with COUNTY to provide such acute psychiatric treatment. 6 E. Except as provided herein with respect to discrimination of care to MSN Patients, COUNTY 7 shall neither have, nor exercise, any control or direction over the methods by which CONTRACTOR 8 shall perform its obligations under thethis Agreement. The standards of medical care and professional 9 duties of CONTRACTOR’s employees providing Hospital Services under thethis Agreement shall be 10 determined, as applicable, by CONTRACTOR’s Board of Directors and the standards of care in the 11 community in which CONTRACTOR is located and all applicable provisions of law and other rules and 12 regulations of any and all governmental authorities relating to licensure and regulation of COUNTY Obligations Paragraph of this Exhibit A to the Agreement. F. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the 13 CONTRACTOR. 14
