Allied Sample Clauses

Allied is acquiring the Warrants and Debentures being purchased by it hereunder and will, upon conversion of the Warrants, acquire the Warrant Shares, for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof; (ii) understands that the Warrants, the Debentures and the Warrant Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and may not be offered or sold except pursuant to an effective registration statement or an available exemption from the registration requirements under the Securities Act; and (iii) is an "accredited investor" as defined in Regulation D as promulgated under the Securities Act. Allied agrees that the certificates representing the Debentures, the Warrants and the Warrant Shares will bear restrictive legends to the effect of clause (ii) of the preceding sentence and that the Parent may require an opinion of counsel, in form and substance reasonably satisfactory to the Parent, to the effect that any proposed transfer will not result in any violation of the Securities Act and the rules and regulations thereunder.

Allied. In the event Employer’s Administrator is Allied, then NGBS shall provide Employer the following administrative services with regard to the Plan: A. Establishment of certain network arrangements with health care providers that agree to provide services covered under the Plan to participants at a negotiated rate (“Network Services Arrangements”). 1. NGBS and/or its designee shall have the sole discretion as to which Network Services Arrangement (both primary and passive or ancillary) will be available for access by Plan. 2. NGBS shall pay the network access fee required under any such Network Services Arrangement. 3. Providers participating in the network may change at any time without notice to Employer. NGBS will provide Employer with continuing access to provider information to assist covered persons in locating network providers. NGBS or its designee will update the provider information to reflect changes as soon as reasonably possible. Network providers are not employees, agents, or partners of NGBS or its designee. Network providers participate in the Provider Network only as independent contractors. 4. Network providers and Plan participants are solely responsible for any healthcare services rendered to the Plan participants. Neither NGBS, nor its designee, make any representations regarding the value or cost effectiveness of any provider network adopted by Employer. 5. Employer acknowledges that each provider network is solely responsible for: its own provider credentialing, contracting with providers, recruiting, licensing, accreditation, maintaining adequate staffing, practice and professional standards, and all other activities pertinent to the responsibilities accorded provider networks. Access to a selected provider network is at all times conditioned upon Employer’s compliance with applicable network rules, including without limitation, the timely funding of claims at the network provider’s contracted rate. 6. If Employer has elected to utilize the Aetna Signature Administrators ® program as its Network Services Arrangement, Employer agrees to comply with all terms of the Network Services Agreement by and between NGBS and Aetna Life Insurance Company, as may be amended from time to time. B. NGBS or its designee shall provide out of network pricing and negotiation services, which may include but is not limited to the negotiations with providers to obtain discounts on claims that meet the appropriate criteria as determined by the Plan. Employer a...

Allied. In the event Employer’s Administrator is Allied, then the following shall apply: A. Employer shall provide funds for the payment of claims incurred under the Plan pursuant to the Employer’s administrative services agreement with Allied. Such funds are provided from and remain the Employer’s general assets. B. Allied will send Employer a monthly statement, which includes the funds used to pay healthcare costs, Stop Loss Policy premium, and administrative expenses with regard to the Program.

Allied. SRCP and ▇▇▇▇▇▇▇ are concurrently with the execution of this Agreement acquiring either shares of the capital stock of the Company or warrants to acquire such shares.

Allied. Nevada has all the requisite corporate power, capacity and authority to enter into this Agreement.

Allied. Mist-O-Gen ------------------------------- Jurisdiction: Circuit Court of Illinois, Will Co. Date of incident: October 20, 1995 Case file date: October 15, 1996 Product involved: Mist-O-Gen TAB 25 Tubing Dryer Case type: Personal injury

Allied the Borrower or any Subsidiary shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of $5,000,000, when and as the same shall become due and payable, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity;