Windfall Situations Sample Clauses

Windfall Situations. If any of the events described in Section 6 of Exhibit 11.1-A occur, and such event significantly affects the Service Level measurement, R1’s performance under any Service Level (including the amount of resources required to maintain such performance) or R1’s ability to measure its performance with respect to any of the Service Levels, then either Party shall have the right to request that the other Party consider a fair and appropriate adjustment to the affected Service Levels and/or Target Levels. Upon such a request, the Parties will, in good faith, discuss the impact of such event on (i) IMH and its operations and patients, (ii) R1’s performance under each such Service Level, (iii) the amount of resources required to maintain performance at or better than the applicable Target Levels and (iv) R1’s ability to measure such Service Levels, with the outcome to equitably reflect the impact of such considerations. [**] 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. In the event that IMH’s IT Environment experiences any outage or other support issue not attributable to R1 that materially affects R1’s ability to meet any Service Levels, as applicable (“IMH Support Issue”), IMH shall promptly work to resolve the IMH Support Issue. R1 will cooperate with IMH and provide data and assistance as reasonably needed by IMH in order resolve the IMH Support Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the adverse effect of the IMH Support Issue on IMH and R1, the impacted Service Levels, as applicable, will be calculated as if failure to meet such Service Level, did not occur due to the IMH Support Issue. [**] 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. SMRH:484510755.9 Exhibit 3.6-11 AMENDED AND RESTATED SERVICES AGREEMENT between IHC Health Services, Inc. and R1 RCM Inc. EXHIBITS 3.7-A, 3.7-B and 3.7-C Exhibit 3.7-A IMH Facility List IMH Facility List o IMH Facilities § Alta View Hospital § American Fork Hospital § Intermountain Medical Center § Orem Community Hospital § Riverton Hospital § TOSH - The Orthopedic Specialty Hospital § Utah Valley Hospital § Bear River Valley Hospital § Cassia Regional Hospital § Xxxxx Regional Hospital § XxX...
Sample 1
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Windfall Situations. 6.1 In the event that IMH’s IT Environment experiences any outage or other support issue that materially affects the Actual Result or Balanced Score for any Metric (“IMH Support Issue”), the Parties shall promptly work to resolve the IMH Support Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the practical adverse effect of the IMH Support Issue on IMH and R1, the impacted Actual Result or Balanced Score for any such Metric will be calculated as if the IMH Support Issue did not occur, and IMH will pay Incentive Fees to R1 according to the revised calculations if payment is due based on the revised score. [**] 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

Related to Windfall Situations

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Asset Management Fees (i) Except as provided in Section 8.03(ii) hereof, the Company shall pay the Advisor as compensation for the services described in Section 3.03 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the Cost of Loans and other Permitted Investments. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Asset Management Fees not taken as to any period shall be deferred without interest and may be paid in such other fiscal period as the Advisor shall determine.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

  • Partners The name, address and Percentage Interest of each Partner are set forth on Exhibit A to this Agreement.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Incident Event and Communications Management a. Incident Management/Notification of Breach - Transfer Agent shall develop, implement and maintain an incident response plan that specifies actions to be taken when Transfer Agent or one of its subcontractors suspects or detects that a party has gained material unauthorized access to Fund Data or systems or applications containing any Fund Data (the “Response Plan”). Such Response Plan shall include the following:

  • Management Generally (a) The management and control of the Partnership shall be vested in the General Partner; however, the Limited Partners shall have certain rights with respect to certain matters of the Partnership as described in this Agreement. The Limited Partners shall have no authority or right to act on behalf of the Partnership in connection with any matter and shall not engage in any way in the day-to-day business of the Partnership.

  • Account Management A. The repayment account opened by the Borrower with the Lender (the account stipulated in Article 5) is a special capital withdrawal account, which is used to collect the corresponding sales revenue or the planned repayment fund. Where the corresponding sales revenue is settled in a non-cash manner, the Borrower shall ensure that it will be promptly transferred into the capital withdrawal account upon receipt.

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