Subordination of All Guarantor Claims As used herein, the term “Guarantor Claims” shall mean all debts and liabilities of Borrower to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account, or otherwise, and irrespective of the person or persons in whose favor such debts or liabilities may, at their inception, have been, or may hereafter be created, or the manner in which they have been or may hereafter be acquired by Guarantor. The Guarantor Claims shall include without limitation all rights and claims of Guarantor against Borrower (arising as a result of subrogation or otherwise) as a result of Guarantor’s payment of all or a portion of the Guaranteed Obligations. Upon the occurrence of an Event of Default or the occurrence of an event which would, with the giving of notice or the passage of time, or both, constitute an Event of Default, Guarantor shall not receive or collect, directly or indirectly, from Borrower or any other party any amount upon the Guarantor Claims.
Uncontested Claims In the event that the Indemnification ------------------ Representative does not contest a Notice of Claim in writing within thirty (30) calendar days after receipt by the Indemnification Representative of such Notice of Claim, as provided below in Section 2.3(b) (an "Uncontested Claim"), Parent ----------------- may deliver to the Escrow Agent, with a copy to the Indemnification Representative, a written demand by Parent (a "Parent Demand") stating that a ------------- Notice of Claim has been given as required in this Escrow Agreement and that no notice of contest has been received by the Escrow Agent from the Indemnification Representative during the period specified in this Escrow Agreement, and further setting forth the proposed Escrow Adjustments to be made in accordance with this Section 2.3(a). Within thirty (30) calendar days after receipt by the Escrow Agent of the Parent Demand, the Indemnification Representative may object by a written notice delivered to Parent and the Escrow Agent to the computations or other administrative matters relating to the proposed Escrow Adjustments (but may not object to the validity or amount of the Claim previously disclosed in the Notice of Claim and not previously timely objected to under paragraph (b)), whereupon the Escrow Agent shall not make any of the Escrow Adjustments until either: (i) the Escrow Agent shall have received from Parent and the Indemnification Representative written notice setting forth agreed Escrow Adjustments, or (ii) the matter is resolved as provided in Sections 2.3(b) and 2.3(c). Any Escrow Adjustment pursuant to this Section 2.3(a) shall be satisfied by release of a number of Escrow Shares equal to the amount of such Claim divided by the Topaz Average Current Price for the last five (5) days of such thirty day period as certified to the Escrow Agent by Parent as described in Section 2.1. Upon satisfaction of the foregoing, the Escrow Agent, as directed in writing by Parent, and Parent shall promptly take all steps to release the final Escrow Adjustments.
Disputed Claims 4.1 Notwithstanding paragraph 4.5 of this Schedule, payment by the Authority of all or any part of any invoice rendered or other claim for payment by the Contractor shall not signify approval of such invoice/claim. The Authority reserves the right to verify invoices/claims after the date of payment and subsequently to recover any sums which have been overpaid.
4.2 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority either before or after payment then the Authority may call for the Contractor to provide such further documentary and oral evidence as it may reasonably require to verify its liability to pay the amount which is disputed or subject to question and the Contractor shall promptly provide such evidence in a form satisfactory to the Authority.
4.3 If any part of a claim rendered by the Contractor is disputed or subject to question by the Authority, the Authority shall not withhold payment of the remainder.
4.4 If any invoice rendered by the Contractor is paid but any part of it is disputed or subject to question by the Authority and such part is subsequently agreed or determined not to have been properly payable then the Contractor shall forthwith repay such part to the Authority.
4.5 The Authority shall be entitled to deduct from sums due to the Contractor by way of set-off any amounts owed to it or which are in dispute or subject to question either in respect of the invoice for which payment is being made or any previous invoice.
Secured Party Performance of Debtor Obligations Without having any obligation to do so, the Administrative Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Administrative Agent for any amounts paid by the Administrative Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Administrative Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.
Contested Claims In the event that the Indemnifying Party disputes the Claimed Amount, as soon as practicable but in no event later than ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii) hereof, the Parties will begin the process to resolve the matter in accordance with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate resolution thereof, the Parties will take such actions as are reasonably necessary to comply with such agreement or instructions.
Tax Claims Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in Article VI) shall be governed exclusively by Article VI hereof.
Settlement Account 4.1 The Scheduling Coordinator shall maintain at all times an account with a bank capable of Fed-Wire transfer to which credits or debits shall be made in accordance with the billing and Settlement provisions of Section 11 of the CAISO Tariff. Such account shall be the account as notified by the Scheduling Coordinator to the CAISO from time to time by giving at least 20 days written notice before the new account becomes operational, together with all information necessary for the CAISO's processing of a change in that account.
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
Preferential Collection of Claims Against Depositor or Trust In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Trust or any other obligor upon the Trust Securities or the property of the Trust or of such other obligor or their creditors, the Property Trustee (irrespective of whether any Distributions on the Trust Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Property Trustee shall have made any demand on the Trust for the payment of any past due Distributions) shall be entitled and empowered, to the fullest extent permitted by law, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of any Distributions owing and unpaid in respect of the Trust Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Property Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and
(b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Property Trustee and, in the event the Property Trustee shall consent to the making of such payments directly to the Holders, to pay to the Property Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Property Trustee, its agents and counsel, and any other amounts due the Property Trustee. Nothing herein contained shall be deemed to authorize the Property Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement adjustment or compensation affecting the Trust Securities or the rights of any Holder thereof or to authorize the Property Trustee to vote in respect of the claim of any Holder in any such proceeding.
Disbursement Account 12.1 The Lender is obligated to keep the bank account information provided on the Platform up to date. The account shall be managed by a bank within the Single Euro Payment Area (hereinafter “SEPA”).
12.2 Any transfers by the Borrower to an account held by the Lender within SEPA shall not be subject to any fees.
