Legacy Health to Become an Integral Part of OHSU Sample Clauses

Legacy Health to Become an Integral Part of OHSU. Subject to the terms and conditions set forth in this Agreement, effective as of the Effective Time and in consideration of the financial, operational and other commitments of OHSU herein, upon the Closing, Legacy Health shall become a direct subsidiary of OHSU (and each of Legacy Health’s subsidiaries will thereby become indirect subsidiaries of OHSU). To accomplish this, effective as of the Effective Time: (a) OHSU shall become the sole corporate member of Legacy Health (the “Appointment as Member”) and, indirectly, of all of Legacy Health’s wholly owned subsidiaries, with the right to appoint the Board of Legacy Health; and (b) OHSU shall have such reserved and other rights and authorities with respect to Legacy Health as are provided under the terms of this Agreement (and related agreements or documents entered into in connection herewith). Accordingly, as of the Closing, OHSU will have ultimate control of Legacy Health and the other Legacy Health Entities, and, through Legacy Health (or through the other Legacy Health Entities), ultimate control of all of the Legacy Health Entities’ facilities, sites, services, businesses, programs, personnel, real property plant and equipment, joint venture interests, investments, financial assets and other assets or rights. All Legacy Health Entities and Specified Legacy Health JVs shall remain intact as direct or indirect subsidiaries of OHSU and shall retain their respective operating licenses, assets, contracts and liabilities upon Closing. Under this structure, all Oregon assets of the combined system remain under the governance and ultimate control of Oregon legal entities and subject to oversight by Oregon regulatory authorities. Similarly, all Washington State assets of the Health System shall be subject to oversight by the Washington State Government Entities. Notwithstanding the foregoing provisions of this Section 1.1, (i) Legacy Health’s membership interest in PacificSource, an Oregon nonprofit corporation that operates one or more health plans (“PacificSource”), shall be transferred to Legacy Health Foundation at or prior to Closing as described in Section 1.3 below; and (ii) the amount of certain of the Legacy Health Entities’ existing cash and investments shall be transferred to Legacy Health Foundation as described in Section 3.5 below.
Sample 1
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Related to Legacy Health to Become an Integral Part of OHSU

  • Data Storage Where required by applicable law, Student Data shall be stored within the United States. Upon request of the LEA, Provider will provide a list of the locations where Student Data is stored.

  • Annual Notification of Rights If the LEA has a policy of disclosing Education Records and/or Student Data under FERPA (34 CFR § 99.31(a)(1)), LEA shall include a specification of criteria for determining who constitutes a school official and what constitutes a legitimate educational interest in its annual notification of rights.

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Provide Data in Compliance with Applicable Laws LEA shall provide Student Data for the purposes of obtaining the Services in compliance with all applicable federal, state, and local privacy laws, rules, and regulations, all as may be amended from time to time.

  • Data Ownership and Authorized Access 1. Student Data Property of LEA. All Student Data transmitted to the Provider pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Provider further acknowledges and agrees that all copies of such Student Data transmitted to the Provider, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Student Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Student Data contemplated per the Service Agreement, shall remain the exclusive property of the LEA. For the purposes of FERPA, the Provider shall be considered a School Official, under the control and direction of the LEA as it pertains to the use of Student Data, notwithstanding the above.

  • Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.

  • COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

  • Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Data Security The Provider agrees to utilize administrative, physical, and technical safeguards designed to protect Student Data from unauthorized access, disclosure, acquisition, destruction, use, or modification. The Provider shall adhere to any applicable law relating to data security. The provider shall implement an adequate Cybersecurity Framework based on one of the nationally recognized standards set forth set forth in Exhibit “F”. Exclusions, variations, or exemptions to the identified Cybersecurity Framework must be detailed in an attachment to Exhibit “H”. Additionally, Provider may choose to further detail its security programs and measures that augment or are in addition to the Cybersecurity Framework in Exhibit “F”. Provider shall provide, in the Standard Schedule to the DPA, contact information of an employee who XXX may contact if there are any data security concerns or questions.

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