Executive Management The PH-MCO must include in its Executive Management structure: • A full-time Administrator with authority over the entire operation of the PH-MCO. • A full-time HealthChoices Program Manager to oversee the operation of the Agreement, if different than the Administrator. • A full-time Medical Director who is a current Pennsylvania-licensed physician. The Medical Director must be actively involved in all major clinical program components of the PH-MCO and directly participates in the oversight of the SNU, QM Department and UM Department. The Medical Director and his/her staff/consultant physicians must devote sufficient time to the PH-MCO to provide timely medical decisions, including after-hours consultation, as needed. • A full-time Pharmacy Director who is a current Pennsylvania-licensed pharmacist. The Pharmacy Director oversees the outpatient drug management and serves on the PH-MCO P&T Committee. • A Dental Director who is a current Pennsylvania-licensed Doctor of Dental Medicine or Doctor of Dental Surgery. The Dental Director may be a consultant or employee but must be available at a minimum of 30 hours per week. The Dental Director must be actively involved in all program components related to dental services including, but not limited to, dental provider recruitment strategy, assessment of dental network adequacy, providing oversight and strategic direction in the quality of dental services provided, actively engaged in the development and implementation of quality initiatives, and monitor the performance of the dental benefit manger if dental benefits are subcontracted. A full-time Director of Quality Management who is a Pennsylvania- licensed RN, physician or physician's assistant or is a Certified Professional in Healthcare Quality by the National Association for Healthcare Quality Certified in Healthcare Quality and Management by the American Board of Quality Assurance and Utilization Review Providers. The Director of Quality Management must be located in Pennsylvania and have experience in quality management and quality improvement. Sufficient local staffing under this position must be in place to meet QM Requirements. The primary functions of the Director of Quality Management position are: • Evaluate individual and systemic quality of care • Integrate quality throughout the organization • Implement process improvement • Resolve, track, and trend quality of care complaints • Develop and maintain a credentialed Provider network • A full-time CFO to oversee the budget and accounting systems implemented by the PH-MCO. The CFO must ensure the timeliness and accuracy of all financial reports. The CFO shall devote sufficient time and resources to responsibilities under this Agreement. • A full-time Information Systems Coordinator, who is responsible for the oversight of all information systems issues with the Department. The Information Systems Coordinator must have a good working knowledge of the PH-MCO's entire program and operation, as well as the technical expertise to answer questions related to the operation of the information system. • These full time positions must be solely dedicated to the PA HealthChoices Program.
Corporate Services This Agreement sets forth the terms and conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate services and products, as more fully described below and in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the Resumed Services and Special Projects (as defined below), collectively, the "Corporate Services").
Officers and Directors of the Surviving Corporation The officers and directors of Merger Sub immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation immediately after the Effective Time and shall hold office until their successors are duly appointed or elected in accordance with Applicable Laws.
General Management In the discharge of its general duty to manage the successful performance of the Services, Vendor shall:
Corporate Separateness (a) Satisfy, and cause each of its Restricted Subsidiaries and Unrestricted Subsidiaries to satisfy, customary corporate and other formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting, in each case, to the extent required by law and the maintenance of corporate offices and records.
Corporate Compliance Program Maintain, and will cause each other Loan Party to maintain on its behalf, a corporate compliance program reasonably acceptable to Agent. Until the Obligations have been Paid in Full, Borrower will modify such corporate compliance program from time to time (and cause the other Loan Parties and Subsidiaries to modify their respective corporate compliance programs) as may be reasonable to attempt to ensure continuing compliance in all material respects with all material applicable laws, ordinances, rules, regulations and requirements (including, in all applicable material respects, any material Health Care Laws). Borrower will permit Agent and/or any of its outside consultants to review such corporate compliance programs from time to time upon reasonable notice and during normal business hours of Borrower.
Adaptive Management This CCAA is based on the principles of Adaptive Management set out in 65 Fed. Reg. at 35,242. The adaptive management process is a structured approach for dealing with uncertainty. The adaptive management process develops hypotheses regarding uncertainty and research to test those hypotheses in an iterative process to develop effective strategies for minimizing the uncertainty. The signatories to this CCAA agree and recognize that implementation of the Conservation Strategy objectives and criteria, Conservation Measures and Actions, and the Covered Area may change as new science emerges. The effectiveness of the Conservation Strategy objectives and criteria, Conservation Measures, Conservation Actions, monitoring methods, and new technologies will be reviewed by the Administrator on an annual basis, with input from the Adaptive Management Committee. The Adaptive Management Committee will be responsible for reviewing and evaluating the effectiveness of Conservation Program under the 2020 DSL CCAA as described in Sections 2.0 and 16.1, including the effectiveness and implementation of the Conservation Strategy, Conservation Measures and Conservation Actions; setting priorities for DSL Habitat conservation and monitoring habitat loss; and recommending changes to any aspect of the Conservation Program based on new science. As a result, appropriate modifications to the Conservation Measures and Actions may be incorporated to further refine the goals and objectives of this 2020 DSL CCAA. Such modifications are incorporated into existing CIs, if they were identified in changed circumstances in the 2020 DSL CCAA. Modifications not related to changed circumstances identified in the 2020 DSL CCAA and instead related to unforeseen circumstances may be incorporated into new CIs that take effect after the modifications have been made and to existing CIs only with written consent from the Participants and Service. Additionally, research projects that are designed to determine the effectiveness of management practices will be encouraged and utilized to determine what Adaptive Management is necessary. Changes resulting from Adaptive Management will flow through the Governance structure as described in Section 2.0 of this CCAA.
Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall serve as the initial directors and officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified.
Corporate Standing TBC is a duly organized corporation existing in good standing under the laws of the State of Delaware. Each Subsidiary Borrower is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and each of TBC and each Subsidiary Borrower is qualified to do business in every jurisdiction where such qualification is required, except where the failure to so qualify would not have a material adverse effect on the financial condition of TBC and the Subsidiary Borrowers as a whole.
Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.
