PAS Transition Sample Clauses

PAS Transition. Ascension Health will effect the transition (x) by no later than December 31, 2016, of [**]% of the physician advisory services business of the Additional Book Eligible Recipients and the Current Book Eligible Recipients that is, as of the Effective Date, managed by [**] (the “PAS Business”), and (y) by no later than December 31, 2017, the remaining [**]% of such PAS Business, in each case of (x) and (y), to Supplier or, at Supplier’s election, one of its Affiliates, by execution of a Supplement between the Parties or between Supplier and the applicable Eligible Recipient, as applicable, for Physician Advisory Services using the form of Supplement attached to this Agreement as Annex 1; provided that the dates in the foregoing clauses (x) and (y) shall be delayed to the extent (A) necessary to avoid requiring Ascension Health or an Affiliate to terminate, in connection with such transition, any of its currently existing agreements with [**] in a manner that would give rise to penalties or liabilities or otherwise create a breach of such agreements for early or unauthorized termination and (B) as determined by the PAS Governance Board. The percentages referenced above shall be determined by the aggregate FY15 Cash Collections of the Additional Book Eligible Recipients set forth in Section 2.2 and the Current Book Eligible Recipients to be transitioned, divided by the aggregate FY15 Cash Collections of all of the Additional Book Eligible Recipients set forth in Section 2.2 and Current Book Eligible Recipients. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
Sample 1
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Related to PAS Transition

  • Transition Seller will not take any action that is designed or intended to have the effect of discouraging any lessor, licensor, customer, supplier, or other business associate of the Company from maintaining the same business relationships with the Company after the Closing as it maintained with the Company prior to the Closing. The Seller will refer all customer inquiries relating to the business of the Company to the Purchaser from and after the Closing.

  • Transition Plan 1. A transition plan is a detailed description of the process of transferring enrollees from non-participating providers to the Health Plan's behavioral health care provider network to ensure optimal continuity of care. The transition plan shall include, but not be limited to, a timeline for transferring enrollees, description of provider clinical record transfers, scheduling of appointments, and proposed prescription drug protocols and claims approval for existing providers during the transition period. The Health Plan shall document its efforts relating to the transition plan in the enrollee’s clinical records.

  • Transition Planning 28 4.5. Control of Other Party's Business . . . . . . . . . 28

  • Transitional Services Agreement Seller shall have executed and delivered the Transitional Services Agreement.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

  • Transitional Services Seller shall provide to Buyer, with respect to each Specified Business, upon written request from Buyer received by Seller no later than 30 days prior to the Closing Date, such services as may be reasonably requested by Buyer in connection with the operation of such Specified Business for a commercially reasonable transition period following the Closing to allow for conversion of existing or replacement services, in each case to the extent and only to the extent Seller or its Affiliates retains the Assets and employees necessary to allow the provision of such services (“Transitional Services”). In addition, between the date hereof and the Closing, Seller shall use commercially reasonable efforts to cooperate with Buyer to assist Buyer in developing and implementing a plan of transition. Buyer shall promptly reimburse Seller for the reasonable out-of-pocket costs and any incremental costs and expenses necessary to provide Transitional Services. All other terms and conditions for the provision of Transitional Services shall be reasonably satisfactory to both Buyer and Seller and subject to applicable Law.

  • Transition Period Upon termination of this Agreement, and for 90 consecutive calendar days thereafter (the “TRANSITION PERIOD”), Executive agrees to make himself available to assist the Company with transition projects assigned to him by the Board. Executive will be paid at a reasonable, agreed upon hourly rate for any work performed for the Company during the Transition Period.

  • Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.

  • Business Continuity Plan The Warrant Agent shall maintain plans for business continuity, disaster recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with such incident. The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.

  • Administrative Services Agreement The Administrative Services Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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