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Vital MCO Documents Sample Clauses

Vital MCO DocumentsConsent forms and notices pertaining to the reduction, denial, delay, suspension or termination of services. All vital documents shall be available in Spanish. Warm Transfer – A telecommunications mechanism in which the person answering the call facilitates transfer to a third party, announces the caller and issue, and remains engaged as necessary to provide assistance. Worker – See Consumer-Directed Worker.
Vital MCO DocumentsConsent forms and notices pertaining to the reduction, denial, delay, suspension or termination of services. All vital documents shall be available in Spanish.

Related to Vital MCO Documents

  • Seller's Documents At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following: (a) Resignation of all directors and officers of the Company effective on the Closing Date; (b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date; (d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement. (e) The Indemnification Escrow Agreement; (f) The Consulting and Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in Section 14.14; (g) A written opinion of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the Sellers in the form of Exhibit C, dated as of the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date; (i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and (j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Ancillary Documents (a) Project Co shall not: (i) terminate or agree to the termination of all or part of any Ancillary Document, except pursuant to Sections 27.3, 49.3 and 50.2 or otherwise to prevent or cure a Project Co Event of Default (provided that commercially reasonable alternative measures would not prevent or cure such Project Co Event of Default); (ii) make or agree to any amendment, restatement or other modification or exercise any of its rights under any Ancillary Document that materially adversely affects Project Co’s ability to perform its obligations under this Project Agreement or that has the effect of increasing any liability of Contracting Authority, whether actual or potential; (iii) breach its obligations (or waive or allow to lapse any rights it may have) or permit others to breach their obligations (or waive or allow to lapse any rights they may have) under any Ancillary Document, if any such breach (or waiver or lapse) would materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or that have the effect of increasing any liability of Contracting Authority, whether actual or potential; or (iv) enter into, or permit the entry into by any other person of, any agreement replacing all or part of any Ancillary Document, except in the circumstances referenced in Section 8.2(a)(i), without the prior written consent of Contracting Authority, provided that, where consent is requested pursuant to Section 8.2(a)(i) or 8.2(a)(iv), such consent shall not be withheld, and shall be provided within a reasonable time, where the relevant matter referred to in Section 8.2(a)(i) or 8.2(a)(iv) will not materially adversely affect Project Co’s ability to perform its obligations under this Project Agreement or have the effect of increasing any liability of Contracting Authority, whether actual or potential. In the event of termination or agreement to the termination of all or part of any Ancillary Document as described in Section 8.2(a)(i), or the entering into of any agreement replacing all or part of any Ancillary Document as described in Section 8.2(a)(iv), Project Co shall, to the extent applicable, comply with all provisions herein relating to changes in Subcontractors, including Section 49.3. (b) Upon the written request of Contracting Authority or the Contracting Authority Representative, Project Co will deliver or cause to be delivered to Contracting Authority or the Contracting Authority Representative a copy of any notices delivered or received by Project Co under any of the Ancillary Documents.

  • Acquisition Documents Borrower shall fully perform in all material respects all of its obligations under all Acquisition Documents, and shall enforce all of its rights and remedies thereunder as it deems appropriate in its reasonable business judgment; provided, however, that Borrower shall not take any action or fail to take any action which would result in a waiver or other loss of any material right or remedy of Borrower thereunder. Without limiting the generality of the foregoing, Borrower shall take all action necessary or appropriate to permit, and shall not take any action which would have a Material Adverse Effect upon, the full enforcement of all indemnification rights under all the Acquisition Documents. Borrower shall not, without Administrative Agent's prior written consent, modify, amend, supplement, compromise, satisfy, release or discharge any material provision of the Acquisition Documents, any material collateral securing the same, any Person liable directly or indirectly with respect thereto, or any material agreement relating to the Acquisition Documents or the collateral therefor. Borrower shall notify Administrative Agent in writing promptly after Borrower becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the Acquisition Documents to the extent such claims in the aggregate exceed $100,000.00, and shall diligently pursue such right and report to Administrative Agent on all further developments with respect thereto. If an Event of Default then exists, Borrower shall remit directly to Administrative Agent, for application to the Loan Obligations in such order as Administrative Agent determines, all amounts received by Borrower as indemnification or otherwise pursuant to the Acquisition Documents. If Borrower fails after Administrative Agent's demand to pursue diligently any right under any of the Acquisition Documents, or if an Event of Default then exists, then Administrative Agent may directly enforce such right in its own or Borrower's name and may enter into such settlements or other agreements with respect thereto as Administrative Agent determines. Notwithstanding the foregoing, Borrower shall at all times remain liable to observe and perform all of its duties and obligations under all the Acquisition Documents, and Administrative Agent's exercise of any of its rights with respect to the Collateral shall not release Borrower from any of such duties or obligations. Administrative Agent shall not be obligated to perform or fulfill any of Borrower's duties or obligations under any of the Acquisition Documents or to make any payment thereunder, or to make any inquiry as to the sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance or payment of any amounts, or any delivery of any property.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Merger Documents The Merger Documents contain all the material terms and conditions of the Merger and are in full force and effect and there have been no amendments, variations or waivers to the Merger Documents (in whole or in part) other than amendments thereto or waivers thereunder (excluding any waiver of or as contemplated by Section 9.02(a) of the Merger Agreement) which are not material and adverse to the financing under this Agreement, the Alternative Bridge Facility Agreement or the Bridge Facility Agreement.

  • Sub-Agreements Party shall not assign, subcontract or subgrant the performance of this Agreement or any portion thereof to any other Party without the prior written approval of the State. Party shall be responsible and liable to the State for all acts or omissions of subcontractors and any other person performing work under this Agreement pursuant to an agreement with Party or any subcontractor.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.