Separation and Segregation Sample Clauses

Separation and Segregation. From the date hereof through the Closing, MLIM Parent shall use reasonable best efforts to, and shall cause each of the MLIM Business Entities to use reasonable best efforts to, separate in all material respects all data related to the MLIM Business from any other data of MLIM Parent or the MLIM Business Entities, whether by physical or logical separation of such data and/or by the use of contractual, administrative, technical and/or physical oversights, mechanisms and processes.
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Separation and Segregation. (a) From the date hereof through the Closing, Citigroup shall, and shall cause its Affiliates to, use their reasonable best efforts to separate sufficiently all data and operations related to the CAM Business from any other data and operations of Citigroup or its Affiliates (other than the CAM Subsidiaries), whether by physical or logical separation of such data and operations and/or by the use of contractual, administrative, technical and/or physical oversights, mechanisms and processes. (b) From the date hereof through the Closing, Legg Mason shall, and shall cause its Affiliates to, use their reasonable best efforts to separate sufficiently all data and operations related to the PC/CM Transferred Subsidiaries from any other data and operations of Legg Mason or its Affiliates (other than the PC/CM Subsidiaries), whether by physical or logical separation of such data and operations or by the use of contractual, administrative, technical and/or physical oversights, mechanisms and processes.
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Separation and Segregation. From the date hereof through the Closing, MLIM Parent shall use reasonable best efforts to, and shall cause each of the MLIM Business Entities to use reasonable best efforts to, separate in all material respects all data related to the MLIM Business from any other data of MLIM Parent or the MLIM Business Entities, whether by physical or logical separation of such data and/or by the use of contractual, administrative, technical and/or physical oversights, mechanisms and processes. Section 5.24 Certain Obligations as to PNC Agreement. From the date hereof through the Closing, without the prior written consent of MLIM Parent, New BlackRock and BlackRock shall not amend, modify or waive (as distinct from giving any consent or approval provided for therein) any provision of the Implementation and Stockholder Agreement or any restriction or prohibition on New BlackRock or its Affiliates contained therein. Table of Contents
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Separation and Segregation. (A) To the extent that, prior to the Effective Date, Parent has not completed separation and/or segregation of the operations of the Acquired Subsidiaries from the operations of Sellers and Affiliates of Sellers or separation and/or segregation of all personal, private, health or financial information about individual policyholders, customers, consumers or benefits recipients related to the Business carried on by the Acquired Subsidiaries from any other information of Sellers or Affiliates of Sellers, whether by physical or logical separation of such data and information and/or by the use of contractual, administrative, technical and/or physical oversights, mechanisms and processes: (1) Parent shall make the completion of such separation and/or segregation its highest priority under this Agreement, (2) Parent's performance of such separation and/or segregation activities shall be of high quality and shall be conducted in the same manner as if Parent were performing such activities for a Parent Affiliate, (3) such lack of completion shall not affect the level or quality or cost of performance of the Parent Services or Additional Services or Parent's obligations pursuant to the Related Agreements, and (4) such separation and segregation shall be completed in such a manner so that the Business carried on by the Acquired Subsidiaries will, at and immediately after such separation and segregation has been completed, comply with (a) all applicable Law with respect to privacy of such data and information and (b) any applicable policies of, or promises made to policyholders, customers, consumers or benefit recipients of, any of the Acquired Subsidiaries, Parent or Sellers with respect to privacy of such data and information. (B) To the extent that any Losses arise out of or are caused by a claim that relates to a failure to complete, prior to the Effective Date, separation and/or segregation of the Acquired Subsidiaries' operations and data from the operations and data of Parent and its Affiliates that arises out of the transactions contemplated by the Acquisition Agreement, the parties shall equally share such Losses. For the avoidance of doubt, to the extent any Losses arise out of a failure by Parent or Purchaser to properly separate and segregate such operations and data in accordance with the standards set forth in Section 2(j)(i)(A)(4) hereof (whether done prior to or following the Effective Date), such Losses shall be subject to indemnification under Sectio...
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Separation and Segregation 
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Related to Separation and Segregation

  • Data Segregation a. DSHS Data must be segregated or otherwise distinguishable from non-DSHS data. This is to ensure that when no longer needed by the Contractor, all DSHS Data can be identified for return or destruction. It also aids in determining whether DSHS Data has or may have been compromised in the event of a security breach. As such, one or more of the following methods will be used for data segregation. (1) DSHS Data will be kept on media (e.g. hard disk, optical disc, tape, etc.) which will contain no non-DSHS Data. And/or, (2) DSHS Data will be stored in a logical container on electronic media, such as a partition or folder dedicated to DSHS Data. And/or, (3) DSHS Data will be stored in a database which will contain no non-DSHS data. And/or, (4) DSHS Data will be stored within a database and will be distinguishable from non-DSHS data by the value of a specific field or fields within database records. (5) When stored as physical paper documents, DSHS Data will be physically segregated from non- DSHS data in a drawer, folder, or other container. b. When it is not feasible or practical to segregate DSHS Data from non-DSHS data, then both the DSHS Data and the non-DSHS data with which it is commingled must be protected as described in this exhibit.

  • Segregation All Securities and non-cash property held by the Custodian for the account of the Fund (other than Securities maintained in a Securities Depository, Eligible Securities Depository or Book-Entry System) shall be physically segregated from other Securities and non-cash property in the possession of the Custodian (including the Securities and non-cash property of the other series of the Trust, if applicable) and shall be identified as subject to this Agreement.

  • Compensation and Billing 6.1 The Facility shall only seek payment from EGID for the provision of Covered Services. The Facility agrees to accept the amount of the Allowable Fee for Covered Services as payment in full and agrees to only request payment from the Member for deductible, co-insurance and amounts for defined Non-Covered Services attributable to the Member’s Health Choice Plan. The payment shall be calculated and limited to the methodologies defined by this Contract. 6.2 When the Allowable Fee exceeds billed charges, EGID shall pay the appropriate percentage of the Allowable Fee and Member shall pay the appropriate percentage of billed charges unless the Member has met the stop loss limitation and then EGID shall pay the Allowable Fee and the Member has no liability. 6.3 When processing inpatient claims, EGID shall determine the MS-DRG Allowable Fee for non- transfer cases according to the following formula: Skilled Nursing Facility Services, Day Treatment and Residential treatment will be reimbursed utilizing the per diem methodology. In no event shall a per diem qualify as an Outlier. These benefits shall be allowed when the Member has received Medically Necessary Covered Services subject to the following policy limitations and conditions: a) EGID shall pay the appropriate percentage of the MS-DRG Allowable Fee and the Member shall pay the remainder of the MS-DRG Allowable Fee unless the Member has met the stop loss limitation, and then EGID shall pay one hundred percent (100%) of the MS-DRG Allowable Fee and the Member has no liability.‌ b) The MS-DRG shall be controlling, subject to EGID’s approval and Article X of the Contract.‌ c) The MS-DRG Allowable Fee does not include any physician professional component fees, which are considered for payment according to separately billed Current Procedural Terminology code Allowable Fees.‌ d) EGID may reduce its payment by any deductibles, coinsurance and co- payments owed by the Member.‌ e) EGID shall include the day of admission but not the day of discharge when computing the‌ number of facility days provided to a Member. Observation Facility confinements for which a room and board charge is incurred shall be paid based on inpatient benefits.‌ f) In the case of a transfer, the Transfer Allowable Fee for the transferring Facility shall be calculated as follows:‌ Transfer Allowable Fee = (MS-DRG Allowable Fee/Geometric Mean Length of Stay) x (Length of Stay + 1 day) The total Transfer Allowable Fee paid to the transferring Facility shall be capped at the amount of the MS-DRG Allowable Fee for a non-transfer case. EGID shall allow payment to the receiving Facility, if it is also the final discharging Facility, at the MS- DRG Allowable Fee as if it were an original admission.‌ g) EGID shall use the current version of the CMS MS-DRG grouper to categorize what shall constitute a procedure. XXXX’s and the Member’s financial liability shall be limited to the Allowable Fee as determined by XXXX.‌‌ h) The Facility agrees not to charge more for Medical Services to Members than the amount normally charged by the Facility to other patients for similar services.‌ i) For Outlier cases, EGID shall base its payment to the Facility using an Outlier Allowable Fee plus the MS-DRG Allowable Fee. The following formula shall be utilized to calculate the Outlier Allowable Fee:‌ Outlier Allowable Fee = [Billed Charges – (MS-DRG Allowable Fee + Outlier Threshold)] x Marginal Cost Factor 6.4 When processing Outpatient claims, XXXX agrees to pay the Facility the Allowable Fee based on appropriate billing according to the following: a) If a procedure does not have an Allowable Fee, EGID will allow a percentage of the billed charges for Covered Services.‌ b) EGID shall pay the appropriate percentage of the Allowable Fee and the Member shall pay the remainder based on the Member’s plan of benefits unless the Member has met the stop loss limitation, and then EGID shall pay 100% of the Allowable Fee and the Member has no liability.‌‌‌

  • DIVERSIFICATION AND RELATED LIMITATIONS 6.1. The Trust and MFS represent and warrant that each Portfolio of the Trust will meet the diversification requirements of Section 817 (h) (1) of the Code and Treas. Reg. 1.817-5, relating to the diversification requirements for variable annuity, endowment, or life insurance contracts, as they may be amended from time to time (and any revenue rulings, revenue procedures, notices, and other published announcements of the Internal Revenue Service interpreting these sections), as if those requirements applied directly to each such Portfolio. 6.2. The Trust and MFS represent that each Portfolio will elect to be qualified as a Regulated Investment Company under Subchapter M of the Code and that they will maintain such qualification (under Subchapter M or any successor or similar provision).

  • Segregation of Funds Contractor shall comply with federal requirements relating to the required segregation of funds received for abortion services in accordance with the Affordable Care Act Section 1303 and 45 C.F.R. § 156.280.

  • CLASSIFICATION AND WAGES 29.01 (a) Schedule “A” hereto headed Classification and Wages is hereby made part of this Agreement.

  • Compensation and Fringe Benefits (a) The Company shall, during the Term of Employment, pay to the Executive as compensation for the performance of his duties and obligations a salary of $240,000 per annum. This compensation is subject to annual review and adjustment, as appropriate in the judgment of the Company. The compensation payable pursuant to this Section 5(a) shall be payable in equal semi-monthly installments on the last day of each such pay period. (b) The Executive shall be enrolled and participate in any retirement, group insurance and other fringe benefit plans and arrangements which are applicable to the similarly situated personnel of the Company and in effect from time to time, if the Executive is eligible therefor, in each case in accordance with and subject to the provisions thereof.

  • Coordination of Benefits and Subrogation IPA and HMO shall establish and implement a system for coordination of benefits and subrogation, in accordance with those rules established under the HMO's policies and procedures and applicable federal and state laws. If known to IPA, IPA shall identify and inform HMO of Members for whom coordination of benefits and subrogation opportunities exist. HMO hereby authorizes IPA to seek payment, on a fee-for service basis or otherwise, from any insurance carrier, organization, or government agency which is primarily responsible for the payment or provision of medical services provided by IPA under this Agreement which can be recovered by reason of coordination of benefits, motor vehicle injury, worker's compensation, temporary disability, occupational disease, or similar exclusionary or limiting provisions, to the extent authorized by the applicable and not otherwise prohibited by law.

  • SAVINGS PROVISIONS If any provisions of this Agreement are held to be contrary to law by a court of competent jurisdiction, such provisions will not be deemed valid and subsisting except to the extent permitted by law, but all other provisions will continue in full force and effect.

  • Integration; Binding Effect; Survival of Termination This Agreement and the other Transaction Documents contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms and shall remain in full force and effect until the Final Payout Date; provided, however, that the provisions of Sections 5.01, 5.02, 5.03, 11.04, 11.06, 12.04, 13.01, 13.02, 14.04, 14.05, 14.06, 14.09, 14.11 and 14.13 shall survive any termination of this Agreement.

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