Common use of Notice of Significant Events Clause in Contracts

Notice of Significant Events. ‌ a. The CONTRACTOR must notify the DEPARTMENT Program Manager in writing of any "Significant Event" within ten (10) calendar DAYS after the CONTRACTOR becomes aware of it. A "Significant Event" is any occurrence or anticipated occurrence that might reasonably be expected to have a material effect on the CONTRACTOR’S ability to meet its obligations under this AGREEMENT, including, but not limited to, any of the following: i. disposal of major assets; ii. loss of fifteen percent (15%) or more of the CONTRACTOR’S membership; iii. termination or modification of any contract or subcontract if such termination or modification will have a material effect on the CONTRACTOR’S obligations under this AGREEMENT; iv. the imposition of, or notice of the intent to impose, a receivership, conservatorship, or special regulatory monitoring; v. the withdrawal of, or notice of intent to withdraw, dissolution of existing relationship, state licensing or certification, United States Department of Health and Human Services (HHS) qualification or any other status under STATE or federal law; vi. default on a loan or other financial obligations; vii. strikes, slow-downs, or substantial impairment of the CONTRACTOR’S facilities or of other facilities used by the CONTRACTOR in the performance of this AGREEMENT. b. In addition, any change in the ownership of or controlling interest in the CONTRACTOR, any merger with another entity or the CONTRACTOR’S acquisition of another organization that participates in the HEALTH BENEFIT PROGRAM is a "Significant Event." A change in ownership or controlling interest means any change in ownership that results in a change to or acquisition of majority (fifty-one percent (51%) interest in the CONTRACTOR or any transfer of ten percent (10%) or more of the indicia of ownership, including but not limited to shares of stock. The CONTRACTOR agrees to provide to the DEPARTMENT Program Manager at least sixty (60) calendar DAYS advance notice (or as soon as is practicable) of any such event in order to fulfill the BOARD'S responsibility to assess the effects of the pending action upon the interests of the HEALTH BENEFIT PROGRAM and its PARTICIPANTS. The DEPARTMENT may accept a shorter period of notice when circumstances justify. c. The DEPARTMENT and the BOARD agree to keep the information disclosed as required above confidential under Wis. Stat. § 19.36 (5) of the Wisconsin Public Records Law until the earliest of one of the dates noted in section III.H.8.d. below, unless: i. The CONTRACTOR waives confidentiality, or ii. A court orders the DEPARTMENT or BOARD to disclose the information, or iii. The DEPARTMENT or BOARD determines that, under the particular circumstances, any harm to the public interest that would result from permitting inspection is outweighed by the public interest in immediate inspection of the records. d. The DEPARTMENT also agrees to notify the CONTRACTOR of a request to disclose the information as a public record prior to making such disclosure, to permit the CONTRACTOR to defend the confidentiality of the information. e. Information disclosed by a CONTRACTOR concerning any change in ownership or controlling interest, any merger, or any acquisition of another entity will be disclosed by the DEPARTMENT as a public record beginning on the earliest of the following dates: i. The date the pending change in ownership or controlling interest, any merger or any acquisition of another entity becomes public knowledge, as evidenced by public discussion of the action including but not limited to newspaper accounts. ii. The date such action becomes effective. iii. Sixty (60) calendar DAYS after the DEPARTMENT receives the information.

Notice of Significant Events. ‌ a. (a) The CONTRACTOR must Carrier agrees to notify the DEPARTMENT Program Manager in writing Contracting Officer of any "Significant Event" Event within ten (10) calendar DAYS working days after the CONTRACTOR Carrier becomes aware of it. A "As used in this section, Significant Event" Event is any occurrence or anticipated occurrence that might reasonably be expected to have a material effect on the CONTRACTOR’S upon Carrier's ability to meet its obligations under this AGREEMENTcontract, including, but not limited to, any of the following: i. disposal (1) Disposal of major assets; ii. loss (2) Loss of fifteen percent (15%) % or more of the CONTRACTOR’S Carrier's overall membership; iii. termination (3) Termination or modification of any contract or subcontract if such termination or modification will might have a material effect on the CONTRACTOR’S Carrier's obligations under this AGREEMENTcontract; iv. the (4) Addition or termination of provider agreements; (5) Any changes in underwriters, reinsurers or participating plans; (6) The imposition of, or notice of the intent to impose, a receivership, conservatorship, or special regulatory monitoring; v. the (7) The withdrawal of, or notice of intent to withdrawwithdraw State licensing, dissolution of existing relationshipHHS qualification, state licensing or certification, United States Department of Health and Human Services (HHS) qualification or any other status under STATE Federal or federal State law; vi. default (8) Default on a loan or other financial obligationsobligation; vii. strikes, slow-downs, (9) Any actual or substantial impairment potential labor dispute that delays or threatens to delay timely performance or substantially impairs the functioning of the CONTRACTOR’S Carrier's facilities or of other facilities used by the CONTRACTOR Carrier in the performance of the contract; (10) Any change in its charter, constitution, or by-laws which affects any provision of this AGREEMENTcontract or the Carrier's participation in the Federal Employees Health Benefits Program; (11) Any significant changes in policies and procedures or interpretations of the contract or brochure which would affect the benefits available under the contract or the costs charged to the contract; (12) Any fraud, embezzlement or misappropriation of FEHB funds; or (13) Any written exceptions, reservations or qualifications expressed by the independent accounting firm (which ascribes to the standards of the American Institute of Certified Public Accountants) contracted with by the Carrier to provide an opinion on its annual financial statements. b. In addition(b) Upon learning of a Significant Event OPM may institute action, any change in proportion to the ownership of or controlling interest in the CONTRACTOR, any merger with another entity or the CONTRACTOR’S acquisition of another organization that participates in the HEALTH BENEFIT PROGRAM is a "Significant Event." A change in ownership or controlling interest means any change in ownership that results in a change to or acquisition of majority (fifty-one percent (51%) interest in the CONTRACTOR or any transfer of ten percent (10%) or more seriousness of the indicia event, to protect the interest of ownershipMembers, including including, but not limited to shares of stock. The CONTRACTOR agrees to provide to the DEPARTMENT Program Manager at least sixty (60) calendar DAYS advance notice (or as soon as is practicable) of any such event in order to fulfill the BOARD'S responsibility to assess the effects of the pending action upon the interests of the HEALTH BENEFIT PROGRAM and its PARTICIPANTS. The DEPARTMENT may accept a shorter period of notice when circumstances justify. c. The DEPARTMENT and the BOARD agree to keep the information disclosed as required above confidential under Wis. Stat. § 19.36 (5) of the Wisconsin Public Records Law until the earliest of one of the dates noted in section III.H.8.d. below, unless: i. The CONTRACTOR waives confidentiality, or ii. A court orders the DEPARTMENT or BOARD to disclose the information, or iii. The DEPARTMENT or BOARD determines that, under the particular circumstances, any harm to the public interest that would result from permitting inspection is outweighed by the public interest in immediate inspection of the records. d. The DEPARTMENT also agrees to notify the CONTRACTOR of a request to disclose the information as a public record prior to making such disclosure, to permit the CONTRACTOR to defend the confidentiality of the information. e. Information disclosed by a CONTRACTOR concerning any change in ownership or controlling interest, any merger, or any acquisition of another entity will be disclosed by the DEPARTMENT as a public record beginning on the earliest of the following dates: i. The date the pending change in ownership or controlling interest, any merger or any acquisition of another entity becomes public knowledge, as evidenced by public discussion of the action including but not limited to newspaper accounts. ii. The date such action becomes effective. iii. Sixty (60) calendar DAYS after the DEPARTMENT receives the information.to--

Notice of Significant Events. ‌ a. The CONTRACTOR must During the Master Term and any Termination Assistance Period, to the extent that it is legally able, Servicer shall promptly notify the DEPARTMENT Program Manager Navient in writing of the occurrence of any "Significant Event" within ten of the following: (10a) calendar DAYS after any change in Servicer’s name or its principal business address and/or its main telephone number; (b) any Change in Control of Servicer; (c) any material change in Servicer’s financial or operational condition which, in Servicer’s reasonable opinion, will materially adversely impact its ability to perform its obligations under the CONTRACTOR becomes aware Agreement; (d) a written description of it. A "Significant Event" any event that will have a material adverse effect on Servicer’s ability to perform its obligations under the Agreement; (e) entry of court judgment or regulatory order in which Servicer is required to pay a claim or claims which, in Servicer’s opinion, shall have a material adverse effect on Servicer’s ability to perform its obligations under the Agreement; (f) a judgment or consent order is entered in a court of Law where Xxxxxxxx admits to committing, or is found to have committed, or Servicer otherwise settles a claim alleging, a material violation of any occurrence Law or anticipated occurrence order relating to its servicing operation that might would have a material adverse effect on Servicer’s ability to perform its obligations under the Agreement; (g) to the extent notification is not prohibited by Law, the initiation of any investigations, audits, examinations or reviews of Servicer by any state or federal agency which would reasonably be expected to have a material adverse effect on the CONTRACTOR’S Servicer’s ability to meet perform its obligations under this AGREEMENTthe Agreement, including, but not limited to, with the exception of normally scheduled audits or examinations by any of the following:foregoing agencies; MASTER TERMS AGREEMENT i. disposal (h) if any debt, deposit, short term or any other operational or performance rating of major assets; ii. loss Servicer is downgraded two or more levels below the level in effect as of fifteen percent (15%) the Effective Date by one or more of the CONTRACTOR’S membershipDBRS Morningstar, Fitch Ratings, Xxxxx’x Investors Service, Inc., or Standard & Poor’s Ratings Services or any successor to any of them (each, a “Rating Agency”); iii. termination (i) any disqualification or modification suspension of any contract or subcontract if such termination or modification will have Servicer by a material effect on the CONTRACTOR’S obligations under this AGREEMENT; iv. the imposition ofGovernmental Authority, or any written notice of the intent to impose, from a receivership, conservatorship, Governmental Authority that any disqualification or special regulatory monitoring;suspension is pending; and v. the withdrawal of, or notice of intent to withdraw, dissolution of existing relationship, state licensing or certification, United States Department of Health and Human Services (HHSj) qualification or any other status under STATE or federal law; vi. default on a loan or other financial obligations; vii. strikes, slow-downs, or substantial impairment of the CONTRACTOR’S facilities or of other facilities used by the CONTRACTOR in the performance of this AGREEMENT. b. In addition, any change in the ownership of corporate existence or controlling interest in the CONTRACTOR, any merger with another entity or the CONTRACTOR’S acquisition of another organization that participates in the HEALTH BENEFIT PROGRAM is structure resulting from a "Significant Event." A change in ownership Law or controlling interest means any change in ownership that results in a change to or acquisition of majority (fifty-one percent (51%) interest in the CONTRACTOR or any transfer of ten percent (10%) or more of the indicia of ownership, including but not limited to shares of stock. The CONTRACTOR agrees to provide to the DEPARTMENT Program Manager at least sixty (60) calendar DAYS advance notice (or as soon as is practicable) of any such event in order to fulfill the BOARD'S responsibility to assess the effects of the pending an action upon the interests of the HEALTH BENEFIT PROGRAM and its PARTICIPANTS. The DEPARTMENT may accept a shorter period of notice when circumstances justify. c. The DEPARTMENT and the BOARD agree to keep the information disclosed as required above confidential under Wis. Stat. § 19.36 (5) of the Wisconsin Public Records Law until the earliest of one of the dates noted in section III.H.8.d. below, unless: i. The CONTRACTOR waives confidentiality, or ii. A court orders the DEPARTMENT or BOARD to disclose the information, or iii. The DEPARTMENT or BOARD determines that, under the particular circumstances, any harm to the public interest that would result from permitting inspection is outweighed by the public interest in immediate inspection of the records. d. The DEPARTMENT also agrees to notify the CONTRACTOR of a request to disclose the information as a public record prior to making such disclosure, to permit the CONTRACTOR to defend the confidentiality of the information. e. Information disclosed taken by a CONTRACTOR concerning any change in ownership or controlling interest, any merger, or any acquisition of another entity will be disclosed by the DEPARTMENT as a public record beginning on the earliest of the following dates: i. The date the pending change in ownership or controlling interest, any merger or any acquisition of another entity becomes public knowledge, as evidenced by public discussion of the action including but not limited to newspaper accountsGovernmental Authority. ii. The date such action becomes effective. iii. Sixty (60) calendar DAYS after the DEPARTMENT receives the information.

Notice of Significant Events. ‌ a. (a) The CONTRACTOR Contractor must notify provide written notification to the DEPARTMENT Program Project Manager in writing of any "Significant Event" Event within ten (10) calendar DAYS 10 working days after the CONTRACTOR Contractor becomes aware of it. A "As used in this section, a Significant Event" Event is any occurrence or anticipated occurrence that might reasonably be expected to have a material effect on upon the CONTRACTOR’S Contractor's ability to meet its obligations under this AGREEMENTthe Contract, including, but not limited to, to any of the following: i. disposal (1) Disposal of major assets; ii. loss (2) Loss of fifteen 15 percent (15%) or more of the CONTRACTOR’S Contractor's overall membership; iii. termination (3) Termination or modification of any contract or subcontract if such termination or modification will might have a material effect on the CONTRACTOR’S Contractor's obligations under this AGREEMENTthe Contract; iv. the (4) Addition or termination of provider agreements; (5) The imposition of, or notice of the intent to impose, a receivership, conservatorship, conservatorship or special regulatory monitoring; v. the (6) The withdrawal of, or notice of intent to withdraw, dissolution of existing relationship, state licensing or certification, United States Department of Health and Human Services (HHS) the State qualification or any other required status under STATE Federal or federal State law; vi. default (7) Default on a loan or other financial obligationsobligation; vii. strikes, slow-downs, (8) Any actual or substantial impairment potential labor dispute that delays or threatens to delay timely performance or substantially impairs the functioning of the CONTRACTOR’S Contractor's facilities or of other facilities used by the CONTRACTOR Contractor in the performance of this AGREEMENTthe Contract; (9) Any change in its charter, constitution or by-laws which affects any provision of the Contract or the Contractor's participation in the HRPP; (10) Any significant changes in policies and procedures or interpretations of the Contract or brochure which would affect the benefits available under the Contract or the costs charged to the Contract; (11) Any fraud, embezzlement or misappropriation of State or Federal funds; or (12) Any written exceptions, reservations or qualifications expressed by the independent accounting firm (which ascribes to the standards of the American Institute of Certified Public Accountants) contracted with by the Contractor to provide an opinion on its annual financial statements. b. In addition, any change in the ownership (b) Upon learning of or controlling interest in the CONTRACTOR, any merger with another entity or the CONTRACTOR’S acquisition of another organization that participates in the HEALTH BENEFIT PROGRAM is a "Significant Event." A change , the State may institute action, in ownership or controlling interest means any change in ownership that results in a change proportion to or acquisition of majority (fifty-one percent (51%) interest in the CONTRACTOR or any transfer of ten percent (10%) or more seriousness of the indicia event, to protect the interest of ownershipenrollees, including including, but not limited to: (1) Directing the Contractor to shares of stock. The CONTRACTOR agrees to provide take corrective action; (2) Withholding payment; (3) Terminating the Contract pursuant to the DEPARTMENT Program Manager at least sixty relevant clauses in the Contract. (60c) calendar DAYS advance notice Prior to taking action as described in paragraph (or as soon as is practicableb) of any such event in order to fulfill this clause, the BOARD'S responsibility to assess the effects of the pending action upon the interests of the HEALTH BENEFIT PROGRAM and its PARTICIPANTS. The DEPARTMENT may accept a shorter period of notice when circumstances justify. c. The DEPARTMENT and the BOARD agree to keep the information disclosed as required above confidential under Wis. Stat. § 19.36 (5) of the Wisconsin Public Records Law until the earliest of one of the dates noted in section III.H.8.d. below, unless: i. The CONTRACTOR waives confidentiality, or ii. A court orders the DEPARTMENT or BOARD to disclose the information, or iii. The DEPARTMENT or BOARD determines that, under the particular circumstances, any harm to the public interest that would result from permitting inspection is outweighed by the public interest in immediate inspection of the records. d. The DEPARTMENT also agrees to State will notify the CONTRACTOR of a request Contractor and offer an opportunity to disclose the information as a public record prior to making such disclosure, to permit the CONTRACTOR to defend the confidentiality of the informationrespond. e. Information disclosed by a CONTRACTOR concerning any change in ownership or controlling interest, any merger, or any acquisition of another entity will be disclosed by the DEPARTMENT as a public record beginning on the earliest of the following dates: i. The date the pending change in ownership or controlling interest, any merger or any acquisition of another entity becomes public knowledge, as evidenced by public discussion of the action including but not limited to newspaper accounts. ii. The date such action becomes effective. iii. Sixty (60) calendar DAYS after the DEPARTMENT receives the information.