New/Acquired Facilities Sample Clauses

New/Acquired Facilities. If, after the applicable SOW Commencement Date (as defined in the SOW), Client desires to add an additional Facility, or acquires a third party (under an existing Service Recipient TIN or NPI) that Client desires to add hereunder, the Parties shall negotiate in good faith a Change Order to amend the applicable SOW. To the extent applicable, such Change Order shall address the Services commencement date, the integration plan, and any required modifications to then current scope of services, performance metrics and incentives, measurement periods, fees, Retained Expenses (as defined in the SOW) and expense caps, one-time transition costs, service delivery model and such other terms as required to account for such change. Notwithstanding the foregoing, in the event any such additional Facility or third party acquisition is of an ambulatory center, urgent care facility, outpatient practice or other similar facility or practice, the Parties shall mutually agree to the applicable integration plan, KPls, reporting metrics and measurement periods for each such new Facility or acquired third-party but the remaining terms of the current SOW (including fees, Retained Expenses and expense caps) shall remain in effect with respect to such additional Facility or acquired third-party. Additionally, with respect to hospital acquisitions, the Parties shall compare the cash collections costs and other metrics against those of similarly sized and situated hospitals then-currently included in the Facilities to negotiate and equitably determine adjustments to the Retained Expenses, expense caps, performance metrics and other terms mutually agreed upon by the Parties solely with respect to such hospital. The Parties acknowledge and agree that until both Parties execute a Change Order with respect to such additional or acquired Facility (i) Ensemble shall have no obligation to provide Services with respect to such Facility and (ii)any revenue attributable to such Facility shall be excluded for all purposes under the applicable SOW (e.g., for determination of KPI compliance, fees, etc.).
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Related to New/Acquired Facilities

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions:

  • Customer Support and Closing A. Agent shall provide support to Referred Client in their evaluation and negotiation for the purchase or sale of real estate in addition to the following duties:

  • Equipment The Fund shall obtain and maintain at its own cost and expense all equipment and services, including but not limited to communications services, necessary for it to utilize the Software and obtain access to the System, and Custodian shall not be responsible for the reliability or availability of any such equipment or services.

  • COMPLETE AGREEMENT; AMENDMENTS This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter contemplated thereby. No modifications to this Agreement shall be made or binding unless made in writing and signed by all parties to this Agreement.

  • Completion Time The Consultant must complete the services and deliverables for this task in accordance with whichever one of the following time is marked: On or before the following date: June 30, 2022. On or before Business Days from . Attachment B: Terms and Conditions

  • MANAGEMENT RIGHTS 3.01 The Union acknowledges that all management rights and prerogatives are vested exclusively with the Employer and without limiting the generality of the foregoing; it is the exclusive function of the Employer:

  • Parent Access To the extent required by law the LEA shall establish reasonable procedures by which a parent, legal guardian, or eligible student may review Education Records and/or Student Data correct erroneous information, and procedures for the transfer of student-generated content to a personal account, consistent with the functionality of services. Provider shall respond in a reasonably timely manner (and no later than forty five (45) days from the date of the request or pursuant to the time frame required under state law for an LEA to respond to a parent or student, whichever is sooner) to the LEA’s request for Student Data in a student’s records held by the Provider to view or correct as necessary. In the event that a parent of a student or other individual contacts the Provider to review any of the Student Data accessed pursuant to the Services, the Provider shall refer the parent or individual to the LEA, who will follow the necessary and proper procedures regarding the requested information.

  • 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.

  • 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.

  • Construction The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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