Management Service Agreements Sample Clauses

Management Service Agreements. (a) Schedule 7.20 hereto sets forth each service agreement relating to the affiliation with a professional corporation or other dental group that the Borrower or any of its Subsidiaries is a party to as of the Closing Date (each such service agreement, together with each additional service agreement entered into by the Borrower or any of its Subsidiaries after the Closing Date, and as any of the foregoing may be amended from time to time are referred to herein as a “Management Service Agreement” and collectively, the “Management Service Agreements”). The Borrower has provided the Administrative Agent a true, correct and complete copy of each Management Service Agreement in effect as of the Closing Date. (b) No Management Service Agreement Termination Event exists under any Management Service Agreement that individually, or when taken together with all other existing Management Service Agreement Termination Events, could reasonably be expected to have a Material Adverse Effect. (c) Subject to any restrictions under applicable law, except as set forth on Schedule 7.20, all of the Management Service Agreements are freely assignable to third parties and collaterally assignable to the Administrative Agent, for the benefit of the Lenders and the other parties secured under the Security Documents, without the consent of any party to such Management Service Agreement.
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Management Service Agreements. The Administrative Agent and the Co-Lead Arrangers shall have received a copy of each Management Service Agreement to which the Borrower or any of its Subsidiaries is a party as of the Closing Date certified by an Authorized Officer as being true, correct and complete.
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Management Service Agreements. (a) The Borrower and each of its Subsidiaries shall comply in all respects with all of their material obligations under each Management Service Agreement and shall promptly enforce and diligently pursue all of their material rights under each Management Service Agreement. (b) Promptly, and in any event within five Business Days, after (i) the Borrower or any of its Subsidiaries enters into any Management Service Agreement on or after the Closing Date, or (ii) amends or otherwise modifies any of the terms or provisions of any Management Service Agreement, the Borrower shall, in each case, provide a copy of such Management Service Agreement or amendment or other modification to the Administrative Agent, who shall promptly deliver a copy of the same to the Lenders. The Borrower shall, and shall cause each of its Subsidiaries to, ensure that each Management Service Agreement entered into on or after the Closing Date is in substantially the same form as previously delivered to the Administrative Agent and shall not enter into, or permit any of its Subsidiaries to enter into, any amendment or other modification to any Management Service Agreement that results in such Management Service Agreement not being in substantially the same form as the form of Management Service Agreement previously delivered to the Administrative Agent; provided, however, that the Borrower and its Subsidiaries shall be permitted to make non-material amendments or other modifications to any Management Service Agreement so long as such amendment or other modification does not adversely affect (i) the Lenders or any of their rights under the Credit Documents or (ii) any of the Collateral or any of the Lenders’ rights in or to any of the Collateral.
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Management Service Agreements. A type of Subcontract with an entity in which the owner of the Contractor delegates some or all of the comprehensive management and administrative services necessary for the operation of the Contractor.
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Management Service Agreements. A type of Subcontract with an entity in which the owner of the CONTRACTOR delegates some or all of the comprehensive management and administrative services necessary for the operation of the CONTRACTOR. Medically Necessary Service – Those medical services which: (a) are essential to prevent, diagnose, prevent the worsening of, alleviate, correct or cure medical conditions that endanger life, cause suffering or pain, cause physical deformity or malfunction, threaten to cause or aggravate a handicap, or result in illness or infirmity of a Medicaid Managed Care Member; (b) are provided at an appropriate facility and at the appropriate level of care for the treatment of the Medicaid Managed Care Member's medical condition; and, (c) are provided in accordance with generally accepted standards of medical practice. Medicaid Managed Care Member – An eligible person(s) who is enrolled with a Department approved Medicaid Managed Care Organization (MCO, a.k.a. CONTRACTOR). For purpose of this Subcontract, Medicaid Managed Care Member shall include the patient, parent(s), guardian, spouse or any other person legally responsible for the Medicaid Managed Care Member being served. Minimum Subcontract Provision (MSP) – Minimum Service Provisions are detailed in subsection D.2 below. Primary Care Provider (PCP) – The Provider, serving as the entry point into the health care system, for the Medicaid Managed Care Member responsible for providing primary care, coordinating and monitoring referrals to specialist care, authorizing hospital services, and maintaining Continuity of Care. Rural Health Clinic (RHC) – A South Carolina licensed Rural Health Clinic is certified by the Centers for Medicare and Medicaid Services and receiving Public Health Services grants. An RHC is eligible for state defined cost based reimbursement from the Medicaid fee-for-service program. An RHC provides a wide range of primary care and enhanced services in a medically underserved area. Provider – The Healthcare Medicaid Provider who is providing services for the CONTRACTOR under this Contract. Service Level Agreement (SLA) – A type of Subcontract with a corporate owner or any of its Divisions or Subsidiaries that requires specific levels of service for administrative functions or services for the CONTRACTOR specifically related to fulfilling the CONTRACTOR’s obligations to the Department under the terms of this Contract.
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Management Service Agreements. (a) The Borrower and each of its Subsidiaries shall comply in all respects with all of their material obligations under each Management Service Agreement and shall promptly enforce and diligently pursue all of their material rights under each Management Service Agreement. (b) The Borrower shall, and shall cause each of its Subsidiaries to, ensure that each Management Service Agreement entered into on or after the Closing Date is in substantially the same form as previously delivered to the Administrative Agent and shall not enter into, or permit any of its Subsidiaries to enter into, any amendment or other modification to any Management Service Agreement that results in such Management Service Agreement not being in substantially the same form as the form of Management Service Agreement previously delivered to the Administrative Agent; provided, however, that the Borrower and its Subsidiaries shall be permitted to make non-material amendments or other modifications to any Management Service Agreement so long as such amendment or other modification does not materially adversely affect (i) the Lenders or any of their rights under the Credit Documents or (ii) any of the Collateral or any of the Lenders’ rights in or to any of the Collateral.
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Management Service Agreements. A certificate of an Authorized Officer of the Borrower certifying as true, correct and complete, copies of each Management Service Agreement to which the Borrower or any of its Subsidiaries is a party as of the Closing Date.
Sample 1
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Management Service Agreements. (a) Schedule 7.21 hereto sets forth each service agreement relating to the affiliation with a professional corporation or other dental group that the Borrower or any of its Subsidiaries is a party to as of the Closing Date (each such service agreement, together with each additional service agreement entered into by the Borrower or any of its Subsidiaries after the Closing Date, and as any of the foregoing may be amended from time to time in accordance with Section 8.15 are referred to herein as a “Management Service Agreement” and collectively, the “Management Service Agreements”). The Borrower has provided the Administrative Agent a true, correct and complete copy of each Management Service Agreement in effect as of the Closing Date. (b) No Management Service Agreement Termination Event exists under any Management Service Agreement that individually, or when taken together with all other existing Management Service Agreement Termination Events, could reasonably be expected to have a Material Adverse Effect. (c) Subject to any restrictions under applicable law, except as set forth on Schedule 7.21, all of the Management Service Agreements are freely assignable to third parties and collaterally assignable to the Administrative Agent, for the benefit of the Benefited Creditors, without the consent of any party to such Management Service Agreement.
Sample 1

Related to Management Service Agreements

  • Management Services Agreement The term "Management Services ----------------------------- Agreement" shall mean this Management Services Agreement by and between Practice and Business Manager and any amendments hereto.

  • Asset Management Services (i) Real Estate and Related Services: (a) Investigate, select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (b) Negotiate and service the Company’s debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; (d) Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets, provide daily management services to the Company and perform and supervise the various management and operational functions related to the Company’s investments; (e) Formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement, financing and refinancing, marketing, leasing and disposition of Properties, Loans and other Permitted Investments on an overall portfolio basis; (f) Consult with the Company’s officers and the Board and assist the Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; (g) Oversee the performance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; (h) Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the Property Managers; (i) Review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; (j) Coordinate and manage relationships between the Company and any co-venturers or partners; and (k) Consult with the Company’s officers and the Board and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings. (ii) Accounting and Other Administrative Services: (a) Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (b) From time to time, or at any time reasonably requested by the Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; (c) Make reports to the Conflicts Committee each quarter of the investments that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; (d) Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (e) Provide financial and operational planning services; (f) Maintain accounting and other record-keeping functions at the Company and investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; (g) Maintain and preserve all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; (i) Provide the Company with all necessary cash management services; (j) Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; (k) Consult with the Company’s officers and the Board and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (l) Provide the Company’s officers and the Board with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Xxxxxxxx-Xxxxx Act of 2002; (m) Consult with the Company’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto; (n) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including federal and state securities laws and the Xxxxxxxx-Xxxxx Act of 2002; (o) Notify the Board of all proposed material transactions before they are completed; and (p) Do all things necessary to assure its ability to render the services described in this Agreement.

  • Investment Management Services (a) The Manager shall manage the Fund’s assets subject to and in accordance with the investment objectives and policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time. In pursuance of the foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment securities shall be exercised. The Manager shall render or cause to be rendered regular reports to the Trust, at regular meetings of its Board of Trustees and at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the decisions made with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, (ii) the reasons for such decisions and (iii) the extent to which those decisions have been implemented. (b) The Manager, subject to and in accordance with any directions which the Trust’s Board of Trustees may issue from time to time, shall place, in the name of the Fund, orders for the execution of the Fund’s securities transactions. When placing such orders, the Manager shall seek to obtain the best net price and execution for the Fund, but this requirement shall not be deemed to obligate the Manager to place any order solely on the basis of obtaining the lowest commission rate if the other standards set forth in this section have been satisfied. The parties recognize that there are likely to be many cases in which different brokers are equally able to provide such best price and execution and that, in selecting among such brokers with respect to particular trades, it is desirable to choose those brokers who furnish research, statistical, quotations and other information to the Fund and the Manager in accordance with the standards set forth below. Moreover, to the extent that it continues to be lawful to do so and so long as the Board of Trustees determines that the Fund will benefit, directly or indirectly, by doing so, the Manager may place orders with a broker who charges a commission for that transaction which is in excess of the amount of commission that another broker would have charged for effecting that transaction, provided that the excess commission is reasonable in relation to the value of “brokerage and research services” (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by that broker. Accordingly, the Trust and the Manager agree that the Manager shall select brokers for the execution of the Fund’s transactions from among: (i) Those brokers and dealers who provide quotations and other services to the Fund, specifically including the quotations necessary to determine the Fund’s net assets, in such amount of total brokerage as may reasonably be required in light of such services; and (ii) Those brokers and dealers who supply research, statistical and other data to the Manager or its affiliates which the Manager or its affiliates may lawfully and appropriately use in their investment management capacities, which relate directly to securities, actual or potential, of the Fund, or which place the Manager in a better position to make decisions in connection with the management of the Fund’s assets and securities, whether or not such data may also be useful to the Manager and its affiliates in managing other portfolios or advising other clients, in such amount of total brokerage as may reasonably be required. (c) The Manager shall render regular reports to the Trust, not more frequently than quarterly, of how much total brokerage business has been placed by the Manager, on behalf of the Fund, with brokers falling into each of the categories referred to above and the manner in which the allocation has been accomplished. (d) The Manager agrees that no investment decision will be made or influenced by a desire to provide brokerage for allocation in accordance with the foregoing, and that the right to make such allocation of brokerage shall not interfere with the Manager’s paramount duty to obtain the best net price and execution for the Fund. (e) Decisions on proxy voting shall be made by the Manager unless the Board of Trustees determines otherwise. Pursuant to its authority, the Manager shall have the power to vote, either in person or by proxy, all securities in which the Fund may be invested from time to time, and shall not be required to seek or take instructions from the Fund with respect thereto. The Manager shall not be expected or required to take any action other than the rendering of investment-related advice with respect to lawsuits involving securities presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of class action suits involving issuers held in the Fund, the Manager may include information about the Fund for purposes of participating in any settlements.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Construction Management Services a. A-E may be required to review and recommend approval of submittals, shop drawings, Request for Information (RFI) and/or calculations for temporary structures such as trench shoring, false work and other temporary structural forms. b. A-E may be required to review and advise the County Representative on the overall project schedule, including staging and completion dates, duration, milestones, and interfaces. Immediately notify Representative if the proposed work schedule does not conform to the contract documents, including the plans, specifications, and permits or that may require special inspection or testing, or work stoppage. c. Review on a monthly basis the project schedule and/or Critical Path Method (CPM) schedule submitted by the Construction Contractor. Make recommendations concerning the Construction Contractor’s adherence thereto. Recommend possible solutions to scheduling problems so as to complete the project on time, within budget, and in accordance with the contract drawings and specifications. d. Review scope of work and identify potential contract change orders. Prepare independent cost estimates for any changes resulting from design revisions or change in field conditions. Prepare and recommend for approval all contract change orders. e. Evaluate the merit of any potential claims or requests for equitable adjustment submitted by the Construction Contractor. Prepare analysis of potential claims include recommendations regarding settlement of the claims. f. Assist County staff in project related issues with other Agencies, or departments, engineering and material testing support firms, CEQA consultants, utilities agencies, etc. g. Assist in community outreach meetings and media relations h. Review for acceptance/approval of Storm Water Pollution Prevention Plan (SWPPP) in accordance with the general Permit of Discharges of Storm Water Associated with Construction Activity (Construction General Permit, including dewatering/diversion plans per the State’s DeMinimus Permit).

  • Management Services The Adviser shall perform (or arrange for the performance by its affiliates of) the management and administrative services necessary for the operation of the Fund. The Adviser shall, subject to the supervision of the Board of Trustees, perform various services for the Portfolio, including but not limited to: (i) providing the Portfolio with office space, equipment and facilities (which may be its own) for maintaining its organization; (ii) on behalf of the Portfolio, supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, attorneys, underwriters, brokers and dealers, insurers and other persons in any capacity deemed to be necessary or desirable; (iii) preparing all general shareholder communications, including shareholder reports; (iv) conducting shareholder relations; (v) maintaining the Fund's existence and its records; (vi) during such times as shares are publicly offered, maintaining the registration and qualification of the Portfolio's shares under federal and state law; and (vii) investigating the development of and developing and implementing, if appropriate, management and shareholder services designed to enhance the value or convenience of the Portfolio as an investment vehicle. The Adviser shall also furnish such reports, evaluations, information or analyses to the Fund as the Fund's Board of Trustees may request from time to time or as the Adviser may deem to be desirable. The Adviser shall make recommendations to the Fund's Board of Trustees with respect to Fund policies, and shall carry out such policies as are adopted by the Trustees. The Adviser shall, subject to review by the Board of Trustees, furnish such other services as the Adviser shall from time to time determine to be necessary or useful to perform its obligations under this Contract.

  • Investment Advisory and Management Services The Investment Adviser hereby appoints the Subadviser to serve as subadviser to the Fund and the Subadviser hereby accepts such appointment. Subject to the supervision of the Investment Adviser, Subadviser will regularly provide the Fund with investment advice and investment management services concerning the investments of the Fund. The Subadviser will determine what securities shall be purchased, held or sold by the Fund and what portion of the Funds assets shall be held uninvested in cash and cash equivalents, subject always to the provisions of the Trusts Declaration of Trust and By-laws and the 1940 Act, and to the investment objectives, policies and restrictions applicable to the Fund (including, without limitation, the requirements of Subchapters L and M of the Internal Revenue Code of 1986, as amended) (the Code), as each of the same shall be from time to time in effect or set forth in the Funds Prospectus and Statement of Additional Information, as well as any other investment guidelines or policies the Board of Trustees or the Investment Adviser may from time to time establish and deliver in writing to the Subadviser. To carry out such determinations the Subadviser will exercise full discretion, subject to the preceding paragraph, and act for the Fund in the same manner and with the same force and effect as the Trust might or could do with respect to purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Subadviser shall, upon written instructions from the Investment Adviser, effect such portfolio transactions for the Fund as the Investment Adviser may from time to time direct. Such instructions will be given in reasonable circumstances, including, without limitation, any termination of this Agreement. The Subadviser will also make its officers and employees available to meet with the officers of the Investment Adviser and the Trusts officers and Trustees at least quarterly on due notice to review the investments and investment program of the Fund in the light of current and prospective economic and market conditions. From time to time as the Board of Trustees of the Trust or the Investment Adviser may reasonably request, the Subadviser will furnish to the Investment Adviser and Trusts officers and to each of its Trustees, at the Subadvisers expense, reports on portfolio transactions and reports on issues of securities held by the Fund, all in such detail as the Trust or the Investment Adviser may reasonably request. The Subadviser shall maintain all books and records required by Rule 31a-1 under the 1940 Act relating to its responsibilities provided hereunder with respect to the Fund, and shall preserve such records for the periods and in a manner prescribed by Rule 31a-2 under the 1940 Act. The Subadviser shall permit the Investment Adviser, the Funds officers and its independent public accountants to inspect and audit such records at reasonable times during normal business hours upon due notice. If any occasion should arise in which the Subadviser gives any advice to its clients concerning the shares of the Fund, the Subadviser will act solely as investment counsel for such clients and not in any way on behalf of the Fund. The Subadvisers services to the Fund pursuant to this Agreement are not to be deemed to be exclusive, and it is understood that the Subadviser may render investment advice, management and other services to others.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Cash Management Services Funds received by Transfer Agent in the course of performing its services hereunder will be held in demand deposit bank accounts or money market fund accounts in the name of Transfer Agent (or its nominee) as agent for the Funds.

  • Payment Services The Application allows the User to access some or all of the following Payment Services (depending on the services that the Partner has integrated). ● The opening of a Payment Account; ● Carrying out the following operations: o Withdrawal o Transfers (in/out) o Direct debits (in / out) o Payment transactions through a Card; ● Issuing of a Card, associated with the Payment Account; ● Card acquiring

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