Practice and the Sample Clauses

Practice and the. Physician Partners expressly acknowledge and agree that Manager shall have the right to offset from amounts to be transferred to Practice hereunder each month ("Amounts Available for Offset") any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.7 of the Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts"), or pursuant to Section 8.6 of the Stock Purchase Agreement with respect to claims for indemnification under the Stock Purchase Agreement ("Other Amounts"); provided, however, that with respect to Other Amounts, the Amount Available for Offset shall be reduced by an amount equal to the salaries, wages and related employee benefit costs and withholdings of the Practice Employees for such month; and provided, further, that with respect to Other Amounts, the Amount Available for Offset shall be limited in accordance with the provisions of Section 8.6 and Exhibit 8.6 of the Stock Purchase Agreement with respect to each Physician Partner's indemnification obligations under the Stock Purchase Agreement. Any offsets for A/R Shortfall Amounts shall not be so limited. In the event Practice disputes any such offset the matter shall be resolved pursuant to binding arbitration under Section 14.11 below, and all Physician Partners agree to Practice arbitrating on their behalf in such procedure any objections they may have individually.
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Practice and the. Physician Shareholders shall take all actions necessary, including without limitation adjusting Professional Compensation of physicians on at least a quarterly basis, to ensure from time to time that the Professional Compensation paid, distributed or provided to the Physician Shareholders under their employment agreements or otherwise, in the aggregate, never exceeds Practice Surplus.
Sample 1
Practice and the. Physician Partners expressly acknowledge and agree that Manager shall have the right to offset from amounts to be transferred to Practice hereunder each month ("Amounts Available for Offset") (1) any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.7 of the Original Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts"), or pursuant to Section 8.6 of the Original Stock Purchase Agreement with respect to claims for indemnification under the Original Stock Purchase Agreement ("Other Amounts"); provided, however, that with respect to Other Amounts, the Amount Available for Offset shall be limited in accordance with the provisions of Section 8.6 and Exhibit 8.6 of the Original Stock Purchase Agreement with respect to each Original Partner's indemnification obligations under the Original Stock Purchase Agreement; and (2) any amounts from time to time that are due or owing to Parent or Manager or PSC Acquisition Corp. pursuant to Section 7.6 of the ASA Stock Purchase Agreement, with respect to any shortfall in the amount of "Closing Accounts Receivable" thereunder ("A/R Shortfall Amounts of ASA Physicians") or pursuant to Section 8.6 of the ASA Stock Purchase Agreement with respect to claims for indemnification under the ASA Stock Purchase Agreement ("Other Amounts of ASA Physicians"); provided, further, however, that with respect to Other Amounts and Other Amounts of ASA Physicians, the Amounts Available for Offset shall be reduced by an amount equal to the salaries, wages, and related employee benefit costs and withholdings of Practice employees for such month. Any offsets for A/R Shortfall Amounts or A/R Shortfall Amounts of ASA Physicians shall not be so limited. In the event Practice disputes any such offset the matter shall be resolved pursuant to binding arbitration under Section 14.11 below, and all Physician Partners agree to Practice arbitrating on their behalf in such procedure any objections they may have individually.
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Related to Practice and the

  • Training and Professional Development 11.1 The Employer will develop and maintain an employee training and development plan and provide such plan to the Union upon request. Staff training is intended to provide an opportunity for classified staff employees for training sponsored by the University Training and Development and the UW Medical Centers Organizational Development and Training. Education/Professional Leave is intended to facilitate employee access to continuing education opportunities. Training and educational/professional leave may be used for the purpose of improving job performance, maintaining and increasing proficiency, preparing staff for greater responsibility, or increasing promotional opportunities within the framework of staff positions available at the University. 11.2 Any release time for training for employees accepted for such classes shall be in accordance with the Executive Order (currently No. 52) governing this matter. In the event that two or more employees request the same training period and supervision must limit the number of persons who may participate at one time due to work requirements, the selection will be made on a mutually agreeable basis within the department. 11.3 The training program is a proper subject for discussion by either departmental or University-wide Joint Union/Management Committees. 11.4 If the Employer requires an employee to receive training, reimbursement will be provided in accordance with the University travel rules. Employee attendance at Employer required training, either during or outside working hours, will be considered time worked and compensated in accordance with the provisions of this Agreement. 11.5 Employee attendance at training not required by the Employer and not covered by Executive Order 52, either on approved leave from or outside of working hours, will be voluntary and not considered time worked.

  • Filing and Processing A. Filing

  • Marketing and Promotion The School will be responsible for marketing and promoting the Sports Facilities in accordance with the agreed aims and targets. A marketing strategy will be prepared and implemented and reviewed on an annual basis.

  • Procurement of Goods and Services (a) If the HSP is subject to the procurement provisions of the BPSAA, the HSP will abide by all directives and guidelines issued by the Management Board of Cabinet that are applicable to the HSP pursuant to the BPSAA. (b) If the HSP is not subject to the procurement provisions of the BPSAA, the HSP will have a procurement policy in place that requires the acquisition of supplies, equipment or services valued at over $25,000 through a competitive process that ensures the best value for funds expended. If the HSP acquires supplies, equipment or services with the Funding it will do so through a process that is consistent with this policy.

  • Notice and Procedures If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

  • Advertising and Promotion Al. ARTIST is to receive 100% star billing on all publicity releases and paid advertisement including - without limitations - programs, electronic media, flyers, signage, newspaper advertisements, marquees, tickets, radio spots, TV spots, etc. unless otherwise authorized in writing by PRODUCER. Billing on all advertising and publicity materials must appear as follows: A2. PURCHASER agrees to use only artwork, ad mats, photos and/or promotional materials provided or approved by PRODUCER. Publicity photos, bios and other assets can be downloaded from xxx.xxxxxxxx.xxx/xxxxxxxxxxxxxx PURCHASER shall supply all publicity and marketing materials to PRODUCER for review and approval prior to PURCHASER’s print deadlines and/or online launches.

  • Professional Engineering and Architect’s Services Professional Engineering and Architect’s Services are not permitted to be provided under this Agreement. Texas statutes prohibit the procurement of Professional Engineering and Architect’s Services through a cooperative agreement.

  • Professional Improvement Leave A teacher may be granted leave to be used for the teacher's professional improvement. Professional improvement days may be approved by the superintendent and used for the purpose of: 1. Visitation to view other instructional techniques or programs. 2. Conferences, workshops, or seminars conducted by colleges, universities, or vocational schools. The teacher planning to use a professional improvement day shall notify the principal at least one week in advance of the proposed absence. The teacher shall be required to file a written report with the principal within one (1) week of attendance at such event. Also, the teacher may/shall be requested to return with materials and/or information to be shared with other teachers. The expense of attending such visitation, conference, workshop, or seminar will be paid by the Board when the proper reimbursement applications are sent to the district office. In cases where attendance at a convention, workshop, seminar, or other educational activity is deemed to be of value only to the individual teacher, leave may be granted for attendance with either no expenses or limited expenses being underwritten by the district. In these cases, no written or verbal reports will be required.

  • PROFESSIONAL IMPROVEMENT The parties’ support the principle of continuing training of teachers, participation by teachers in professional organizations in the areas of their specialization, leaves for work on advanced degrees or special studies, foreign travel and participation in community educational projects.

  • Professional Development Leave A. Policy. Professional development leave shall be made available to employees who meet the requirements set forth below. Such leaves are granted to increase an employee's value to the University through enhanced opportunities for professional renewal, educational travel, study, formal education, research, writing, or other experience of professional value, not as a reward for service.

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