Review Results. (i) If, as a result of the Pre-Acquisition Review, Buyer determines in its reasonable judgment exercised in good faith that, as to any portion of the Property: either (A) the environmental condition thereof is unacceptable to Buyer; or (B) the physical condition of the equipment on the Property is unacceptable to Buyer; or (C) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Buyer may give written notice to Seller on or before the Defect Deadline of such conditions (“Defect Conditions”). In order to be effective such notice must be in writing and must include (i) a description of the Property or portion thereof affected, (ii) the basis for Buyer’s determination that such condition or risk is unacceptable, (iii) the asserted value of such the affected Property, and (iv) the amount by which Buyer believes the value of such Property has been reduced and the computations and information upon which Buyer’s belief is based.
(ii) Upon receipt of such notice, Seller will (A) remedy or agree to remedy, to a degree agreed upon prior to Closing, such condition; (B) agree with Buyer on an adjustment to the Purchase Price which adjustment shall reflect Buyer’s cost to remedy such condition(s); or (C) obtain Buyer’s agreement to acquire the affected portion or portions of the Property “as is” and release Seller from all claims related thereto. In determining what portion of a Property is affected by Defect Conditions, it is the intent of the parties to include, when possible, only that portion of the Property affected by the condition. If Seller fails to do one of the above, then Buyer shall have the right, but not the obligation to remedy the Title Defect or Defect Condition (including in the case of a Defect Condition, obtaining all necessary rights to operate, maintain, replace or repair the length of the Pipeline affected by such Defect Condition and in such case, the length of the Pipeline and related property affected by such Defect Condition shall not be conveyed hereunder), and Seller shall reimburse Buyer’s actual reasonable costs incurred in so doing. The rights set forth in the immediately preceding sentence shall be Buyer’s sole remedy for any failure by Seller to take one of the actions listed in the first sentence of this subsection (ii).
Review Results. Within three (3) Business Days after completion of the applicable review, MSV shall submit to Contractor:
A. A Certificate of Completion if the results of the applicable review demonstrate compliance with the applicable requirements. Such Certificate of Completion may specify certain non-conformances which (i) the Parties agree will be fixed at the Launch Site prior to Intentional Ignition; (ii) MSV has agreed to waive irrevocably; or, (iii) MSV has agreed to waive irrevocably, unless the Parties agree that such non-conformance(s) may be corrected prior to Intentional Ignition if time permits consistent with the Launch Schedule (in which case Contractor agrees to perform such correction(s)).
B. A Notice of Non-Conformance if the performance review discloses any failure to comply with the applicable performance or review requirements. Such Notice of Non-Conformance shall identify the non-conforming requirements that require correction. If Contractor does not receive a Certificate of Completion, Contractor shall correct or repair each non-conformance with all deliberate speed and resubmit such Deliverable Item for additional testing in accordance with applicable requirements, and conduct a second review. Such additional testing and second review shall be conducted to the extent relevant and necessary to demonstrate that the Deliverable Item conforms to the applicable requirements, after which, MSV shall again notify Contractor under Article 9.2.2(A) or (B), as applicable.
Review Results. (i) If, as a result of the Pre-Acquisition Review, Buyer determines in its sole judgment that, as to any portion of the Property: either (A) the environmental condition thereof is unacceptable to Buyer; or (B) the physical condition of the equipment on the Property is unacceptable to Buyer; or (C) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, Buyer may give written notice to Seller on or before the last day of the Review Period of such condition(s).
(ii) Upon receipt of such notice, provided the allocated value of the affected Property exceeds $25,000 and the aggregate Allocated Value of all such affected properties together with the aggregate Allocated Value of all other Defect Properties exceeds $846,000, Seller will (A) remedy or agree to remedy, to a degree agreed upon prior to Closing, such condition; (B) agree with Buyer on an adjustment to the Purchase Price which adjustment shall reflect Buyer’s cost to remedy such condition(s); (C) remove the affected portion or portions of the Property from the Property to be conveyed if agreement is reached with Buyer on an adjustment to the Purchase Price based on the allocated values pursuant to Exhibit “B” hereto; or (D) obtain Buyer’s agreement to acquire the affected portion or portions of the Property “as is” and release Seller from all claims related thereto. The failure to do one of the above prior to the Closing Date shall permit Buyer to terminate this Agreement by giving written notice of such termination to Seller on the Closing Date provided the aggregate value of the affected Property exceeds 10% of the purchase price, otherwise failing agreement subject to (A) through (D) above shall permit Buyer to request arbitration of any disputed environmental condition, physical condition of equipment or potential or contingent liability issue.
Review Results. As of the date of this Amendment, PURCHASER has completed its Pre- Acquisition Review and has examined the PROPERTY as fully as desired. EXCEPT FOR AND WITHOUT LIMITING SELLER'S INDEMNIFICATION OBLIGATIONS SPECIFIED IN SUBSECTIONS 22(C) AND (E) BELOW, PURCHASER HEREBY AGREES TO ACQUIRE THE PROPERTY "WHERE IS" AND "AS IS" WITH NO RIGHT TO RECOVER FROM SELLER FOR ANY LIABILITIES, COSTS OR EXPENSES RELATED TO THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS AND DAMAGES TO NATURAL RESOURCES) AND PURCHASER HEREBY FINALLY AND IRREVOCABLY WAIVES AND RELEASES SELLER FROM, AND AGREES TO DEFEND, INDEMNIFY AND HOLD SELLER, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES HARMLESS AGAINST ALL LIABILITIES, DAMAGES, COSTS OR EXPENSES OF ANY NATURE ARISING OUT OF RELATED TO OR IN CONNECTION WITH THE PROPERTY (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CONDITIONS, CERCLA LIABILITY AND DAMAGES TO NATURAL RESOURCES), WHETHER CONTRACT, TORT OR STATUTORY, REGARDLESS OF THE NEGLIGENCE (OF ANY CHARACTER, WHETHER SOLE, GROSS, JOINT, CONCURRENT, CONTRIBUTORY OR OTHERWISE), FAULT OR STRICT (STATUTORY) LIABILITY OF SELLER, WHETHER KNOWN OR UNKNOWN, PRESENT OR FUTURE.
4. Section 10 of the PSA is amended by deleting the section in its entirety and replacing it with "Removed".
5. Subsection 11(b)(iv) of the PSA is amended by (1) changing "SUB-SECTIONS 22(c), (d) AND (e) BELOW "in lines 19 and 20 of page 17 to "SUB-SECTIONS 22 (c) AND (e) BELOW"; and (2) deleting "BUT EXCLUDING MATTERS INCLUDED IN PURCHASER's NOTICE AS PERMITTED UNDER SUBSECTION 9(c)(1) WHICH ARE RESOLVED IN ACCORDANCE WITH THE PROVISIONS OF SUBSECTION 9(c)" from lines 13, 14 and 15 of page 18.
6. Subsection 13(c) of the PSA is amended by deleting ", (d)" from line 6 of page 23.
7. Subsection 14 (a) of the PSA is amended by deleting ", (d)" from line 11 of page 24.
8. A new subsection 14(d) is added to the PSA to read as follows:
Review Results. The CC shall report its decision on the first level review (Reconsideration/Informal Review) to the credentialing department within five (5) business days of its decision. The credentialing staff shall notify the HDO via certified mail within fourteen (14) calendar days of the decision.
Review Results. (1) If, as a result of the Pre-Acquisition Review, PURCHASER determines in its sole judgment that, as to any portion of the PROPERTY: either (i) the environmental condition thereof is unacceptable for PURCHASER's purposes; or (ii) there has been such a substantial deterioration in the physical condition of the PROPERTY as it existed on October 31, 1998, that PURCHASER will be unable to continue to possess, operate, use or maintain the PROPERTY in the same manner and to the same extent possessed, operated, used or maintained by SELLER on October 31, 1998, (provided, however, a lack of equipment on the PROPERTY shall not be considered a substantial deterioration in the physical condition of the PROPERTY for purposes of this subsection unless the equipment was removed by SELLER from the PROPERTY after October 31, 1998, without PURCHASER's consent and the lack of such removed equipment will materially adversely affect PURCHASER's ability to use, operate or maintain the PROPERTY after Closing); or (iii) the extent of existing, potential or contingent liabilities pose or create an unacceptable risk; then, PURCHASER may give written notice to SELLER on or before the last day of the Review Period of such condition(s). With respect to the matters identified in the report referenced on Schedule 11(b)(1), PURCHASER's notice may only include conditions or contaminants which were not specifically identified in the report or which are incremental to the conditions or types or levels of contaminants included in the
Review Results. The Company’s Medical Director shall report the decision of the hearing panel to the credentialing department within five (5) business days of the date of the hearing. The credentialing staff shall notify the HDO via certified mail, return receipt requested, within ten (10) calendar days of receiving notification from the Medical Director of the hearing panel’s decision and rationale. The time line that permits Practitioners or HDOs the opportunity to reapply for participation in one or more of the Company’s programs or networks, after a Professional Review Action has been taken by the Company Credentials Committee (CC) to deny or terminate the Practitioner’s or HDO’s participation varies depending upon the issues involved and is set forth herein. This policy is not intended to define reapplication time frames for denials or terminations taken for administrative and/or business reasons. Nothing in this Policy requires the Company to automatically accept previously denied or terminated Practitioners. Practitioners and HDOs reapplying for participation or requesting reinstatement in one or more of the Company’s programs or networks, must complete an application, meet current participation criteria, and be approved by the CC.
A. Failed site visit (where applicable):
B. Physical/mental impairment:
Review Results. The requirements of Section 5 shall not apply to any analyses, compilations, studies, models or other documents prepared by the Reviewer or any of its Affiliates or Representatives based on or containing Confidential Information (“Review Results”), which documents may be retained by the Reviewer and shall be otherwise considered as “Confidential Information” for the purposes of this Agreement during its term. Neither the Receiving Party nor any of its Affiliates or Representatives shall have any obligation to the Disclosing Party to discuss or disclose the Review Results.
Review Results. The Company’s Medical Director shall report the decision of the hearing panel to the credentialing department within five (5) business days of the date of the hearing. The credentialing staff shall notify the Practitioner via certified mail, return receipt requested, within ten (10) calendar days of receiving notification from the Medical Director of the hearing panel’s decision and rationale.
Review Results. (1) [omitted]
(2) [omitted]
(3) [omitted]
(4) [omitted]
