Managed Company definition
Examples of Managed Company in a sentence
For the avoidance of doubt, for purposes of financial statement deliveries and any financial calculations under the Loan Documents, all references to the consolidated financial statements of, and all computations of amounts and ratios referred to in the Loan Documents on a consolidated basis in respect of, the Combined Group shall include the consolidation of each Managed Company to the extent permitted or required to be consolidated in accordance with GAAP.
There is no proposed tax assessment against any Loan Party, any Subsidiary or any Managed Company that would, individually or in the aggregate, reasonably be expected to, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to any Loan Party, any Subsidiary or any Managed Company (other than any commercial agreement entered into in the ordinary course of business that is not primarily related to Taxes).
The Borrower and its Subsidiaries (including each Health Plan Subsidiary) and each Managed Company is HIPAA Compliant and compliant with all other Applicable Laws regarding the privacy, security, processing, maintenance, use and/or disclosure of medical information (collectively, including HIPAA, “Privacy Obligations”), except where non-compliance could not reasonably be expected to have a Material Adverse Effect.
Each Loan Party, each of its Subsidiaries and each Managed Company has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, subject to Permitted Liens and except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
All such material Health Care Permits are valid and in full force and effect and Parent and its Subsidiaries (including each Health Plan Subsidiary), and each Managed Company is in compliance with the terms and conditions of all such material Health Care Permits, except where failure to be in such compliance or for a material Health Care Permit to be valid and in full force and effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Neither Parent, nor any of its Subsidiaries (including any Health Plan Subsidiary) nor any Managed Company has experienced a breach relating to its Privacy Obligations that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Promptly after any reasonable and reasonably detailed request by the Administrative Agent (on behalf of itself or any Lender), such additional information regarding the business, financial, legal or corporate affairs of any Loan Party, any Subsidiary or any Managed Company, or compliance with the terms of the Loan Documents.
Each Management Services Document is valid and existing and enforceable against the Loan Party party thereto and each Managed Company party thereto and, to the knowledge of the Loan Parties, is valid and existing and enforceable against each other Person which is a party thereto, in each case, in accordance with its terms except as enforceability may be limited by applicable Debtor Relief Laws, or other laws affecting creditors’ rights generally and by general principles of equity.
Parent, its Subsidiaries (including any Health Plan Subsidiary) and any Managed Company that performs, or is responsible for, healthcare services, billing, coding, claims processing, submission, payment, or risk adjustment activities maintains policies and procedures reasonably designed to promote compliance with applicable Health Care Laws relating to risk adjustment, diagnosis coding, and related billing practices.