Arbitrable Claims Except as otherwise specified below, all actions, disputes, claims and controversies under common law, statutory law or in equity of any type or nature whatsoever (including, without limitation, all torts, whether regarding negligence, breach of fiduciary duty, restraint of trade, fraud, conversion, duress, interference, wrongful replevin, wrongful sequestration, fraud in the inducement, usury or any other tort, all contract actions, whether regarding express or implied terms, such as implied covenants of good faith, fair dealing, and the commercial reasonableness of any Collateral disposition, or any other contract claim, all claims of deceptive trade practices or lender liability, and all claims questioning the reasonableness or lawfulness of any act), whether arising before or after the date of this Agreement, and whether directly or indirectly relating to: (a) this Agreement and/or any amendments and addenda hereto, or the breach, invalidity or termination hereof; (b) any previous or subsequent agreement between DFS and Dealer; (c) any act committed by DFS or by any parent company, subsidiary or affiliated company of DFS (the "DFS Companies"), or by any employee, agent, officer or director of a DFS Company whether or not arising within the scope and course of employment or other contractual representation of the DFS Companies provided that such act arises under a relationship, transaction or dealing between DFS and Dealer; and/or (d) any other relationship, transaction or dealing between DFS and Dealer (collectively the "Disputes"), will be subject to and resolved by binding arbitration.
Litigation; Claims Any rights (including indemnification) and claims and recoveries under litigation of Seller against third parties arising out of or relating to events prior to the Closing Date;
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.
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.
Non-Petition (a) Each of the parties hereto (other than the Administrative Agent and the Lenders) hereby agrees for the benefit of the Borrower, the Administrative Agent and the Lenders that it will not institute against, or join any other Person in instituting against, the Borrower any Bankruptcy Proceeding so long as there shall not have elapsed one (1) year, or if longer, the applicable preference period then in effect, and one (1) day since the Collection Date. The Borrower shall file a timely objection to, and promptly and timely move to dismiss and diligently prosecute such objection and/or motion to dismiss, any Bankruptcy Proceeding commenced by any Person in violation of this Section 12.19(a). The Borrower hereby expressly consents to, and agrees not to raise any objection in respect of, each of the Administrative Agent and the Lenders having creditor derivative standing in any Bankruptcy Proceeding to enforce each and every covenant contained in this Section 12.19(a).
(b) Each of the Borrower, the Servicer and the Transferor further agrees that (i) a breach of any of their respective covenants contained in Section 12.19(a) will cause irreparable injury to the Administrative Agent and the Lenders, (ii) the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach, and (iii) each and every covenant contained in Section 12.19(a) shall be specifically enforceable against the Borrower, the Servicer and the Transferor, and each of the Borrower, the Servicer and the Transferor hereby waives and agrees not to object, or assert any defenses to an action for specific performance, or injunction in respect of any breach of such covenants.
(c) The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at its expense, in connection with the enforcement of the covenants provided for in this Section 12.19, including without limitation the following powers: (i) to object to and seek to dismiss any Bankruptcy Proceeding relating to a Bankruptcy Event described in clause (i) of the definition thereof, and (ii) all powers and rights incidental thereto. This appointment is coupled with an interest and is irrevocable.
(d) The provisions of this Section 12.19 shall survive the termination of this Agreement.
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.
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
Excluded Claims Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party, the charter, bylaws, or operating agreements of the Company, or under applicable law; (ii) any rights which are not waivable as a matter of law; and (iii) any claims for breach of this Agreement. In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other government agency, except that you acknowledge and agree that you are hereby waiving your right to any monetary benefits in connection with any such claim, charge or proceeding. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims.
Litigation and Claims No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower’s financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing.
Court Orders ICANN will respect any order from a court of competent jurisdiction, including any orders from any jurisdiction where the consent or non-‐objection of the government was a requirement for the delegation of the TLD. Notwithstanding any other provision of this Agreement, ICANN’s implementation of any such order will not be a breach of this Agreement
