Without limiting Section. 2.3 or Section 5.7, Seller’s duties hereunder shall include planning the routes for delivery of all Goods to be brought into the Project Site by making use of such roadways, waterways, and railways as may safely accommodate loads and sizes of deliveries. If the Work involves transportation of over-sized loads or construction under or about public roads, waterways, or railroads, Seller and its Contractors and Subcontractors shall make suitable arrangements with Governmental Authorities and railroads to ensure that other users of the roadways, waterways, and railways are safeguarded from accident and/or delay as a result of such transportation. Any roadway, bridge, sidewalk, tree, vegetation, landscaping, grounds, or other property damaged as a result of the Work shall be properly repaired or duly replaced by Seller at its expense to the extent required by Law.
Without limiting Section. 13.2(a), Focal shall be responsible for the payment of any royalties, license fees, or milestone payments due, and for the performance of all other obligations, to third parties under those licenses and/or agreements listed on Exhibit C attached hereto with respect to the marketing, sale or distribution of Products by Ciba, Chiron or the Affiliates or Subdistributors of Ciba or Chiron.
Without limiting Section. 2.2 of the Provisions, Section 7 of the Provisions is supplemented by Sections 12.6 and 12.7 of the Agreement.
Without limiting Section. 2.2 of the Provisions, Section 3 of the Provisions is supplemented by Sections 4.13 and 6.2 of the Agreement provided that such supplement and Section 3 of the Provisions shall not result in any duplicated payment.
Without limiting Section. 12, Buyer and Seller shall ------------ cooperate with each other, and shall cause their respective affiliates, officers, employees, agents, auditors and representatives to cooperate with each other, for a period of 180 days after the Closing to ensure the orderly transition of the Business from Seller to Buyer and to minimize any disruption to the respective businesses of Seller, Buyer and the Company that might result from the transactions contemplated hereby. After the Closing, upon reasonable written notice, Buyer and Seller shall furnish or cause to be furnished to each other and their employees, counsel, auditors and representatives access, during normal business hours, to such information and assistance relating to the Company as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of any tax returns, reports or forms or the defense of any tax claim or assessment. Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 8(b). Neither party shall be required by this Section 8(b) to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations (or, in the case of Buyer, the Business).
Without limiting Section. 4.1 of the MPSA, the Parties agree that any services that are not described in Section 1 of this Exhibit 1 shall be considered to be out-of-scope services unless agreed to in writing by Supplier and the applicable Eligible Medical Group. Notwithstanding the foregoing, the Parties acknowledge that (i) Supplier shall be responsible for overall performance improvement across the entire revenue cycle with respect to Eligible Medical Groups and will be accountable for revenue cycle performance of the Eligible Medical Groups through the Incentive Fee Payments (as defined in Exhibit 3) and Service Levels (as defined in Exhibit 4) and (ii) in the future, certain out-of-scope services may be provided by Supplier for any Eligible Medical Group in accordance with Section 4.3(a) of the MPSA. R1 RCM AND ASCENSION HEALTH CONFIDENTIAL Exhibit 1 Page 15 [**] 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. R1 RCM AND ASCENSION HEALTH CONFIDENTIAL Exhibit 1 Page 16 [**] 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.
Without limiting Section. 5.1, from and after the execution of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except as may be required by Law (including Antitrust Laws), (a) upon the reasonable advance written request of Buyer to Company, Company shall, and shall cause its Subsidiaries to, reasonably cooperate with Buyer and its Subsidiaries to facilitate the integration of the Parties, their respective Subsidiaries and their respective businesses following the Closing and (b) without limiting the generality of the foregoing clause (a), Company shall use commercially reasonable efforts to cause the Representatives of Company and its Subsidiaries to take reasonable actions and reasonably assist Buyer with respect to integration planning and customer communications and notices reasonably required to result in a successful transition and integration following the Closing. Notwithstanding the foregoing, Company and its Subsidiaries shall not be required to take such actions if: (A) it would unreasonably disrupt the operations of Company or any of its Subsidiaries, (B) it would cause a material violation of any agreement to which Company or any of its Subsidiaries is a party, or (C) Company believes in good faith, after consulting with outside counsel and taking into account whether privilege cannot be protected by Company or its Subsidiaries through exercise of its reasonable efforts (such as redaction of certain information), it would reasonably be expected to cause a risk of a loss of privilege to Company or any of its Subsidiaries or would constitute a violation of any applicable Law.
Without limiting Section. 4(a), Consultant will not be eligible under this Agreement to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.
Without limiting Section. 13.1(a) above, this Agreement may also be amended from time to time by the Trust Depositor, the Servicer, the Facility Administrator, the Indenture Trustee and the Owner Trustee on behalf of the Trust, with the consent of the Noteholders of more than 50% of the outstanding balance of each Class of Notes, PROVIDED, HOWEVER, that no such amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions which are required to be made on any Note, (ii) amend the Reserve Account Required Amount or the manner in which the Reserve Account is funded, (iii) change the interest rate on any Notes or adversely affects the priority of payment of principal or interest made to the Noteholders or (iv) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the Noteholders.
Without limiting Section. 11.3.1, upon expiration or termination of this Agreement for any reason, BioCardia shall have [***] months following the expiration or termination of this Agreement to continue to Distribute within the Field any Product held by BioCardia as of the effective date of expiration or termination.
