Directed Payments. General Requirement All directed payments set forth in this Contract pursuant to 42 CFR 438.6(c)(1)(i)-
Directed Payments. If a party which is entitled to a payment under this Purchase Agreement provides the other party five days' advance written designation of a bank and account number into which the payee wishes payment to be made, then the payor will make such payment by wire transfer (in immediately available funds) to the designated account of the payee.
Directed Payments. The CONTRACTOR shall comply with Directed Payments established by HCA and approved by CMS. All assurances specified in 42 C.F.R. § 438.6(c)(2)(ii)-(iii) applicable to the type of Directed Payment, as defined in 42 C.F.R. § 438.6(c)(1)(i)-(iii), and made by HCA part of the approval process for Directed Payments are restated and reaffirmed. HCA shall communicate the requirements of the Directed Payment to the CONTRACTOR through a Letter of Direction. The Directed Payments listed in Attachment 10: Directed Payments are required of the CONTRACTOR, subject to annual approval by CMS unless otherwise specified. Non-Risk Arrangements The CONTRACTOR shall comply with non-risk arrangements established by HCA and approved by CMS. HCA shall communicate the requirements of the non-risk arrangement to the CONTRACTOR through a Letter of Direction. The non-risk arrangements comply with the upper payment limits specified in 42 C.F.R. § 447.362. The non-risk arrangements listed in Attachment 11: Non-Risk Arrangements are required of the CONTRACTOR. Provider Services Provider Handbook The CONTRACTOR shall issue a provider handbook to all Contract Providers. The CONTRACTOR may distribute the Provider handbook electronically (e.g., via its website) as long as Providers are notified about how to obtain the electronic copy and how to request a hard copy at no charge to the Provider. At a minimum, the Provider handbook shall include the following information: A table of contents; Description of Turquoise Care, including eligibility, enrollment, and Member assessment information; Information about CISC Members and the CISC CONTRACTOR; Covered Services; Description of the role of care coordinators; Cultural competency and cultural humility; How the Provider can access language interpretation and specialized communication services; Description of the SDCB and the Agency-Based Community Benefit; Emergency Services responsibilities; Information on Member Grievance and Appeal rights and processes, including Fair Hearings; Policies and procedures of the provider complaint system; Medically Necessary Service standards and clinical practice guidelines; PCP responsibilities; Member lock in standards and requirements; The CONTRACTOR’s Fraud and Abuse policies and procedures, including how to report suspected Fraud and/or Abuse; Coordination with other Providers, Major Subcontractors, or HCA contractors; Requirements regarding background checks; Information on identifying and reporting suspe...
Directed Payments. 5 (B) Other Payments ........................................................ 5
Directed Payments. If required by the Department, Health Plan shall make additional, utilization- based directed payments to qualifying Providers in the frequency and amount directed by the Department where Health Plan is reimbursed for such by Department, and where permitted in 42 CFR § 438.6(c)(1)(iii)(B).
Directed Payments. The Trustee shall make payments from the Trust Fund to such persons (including the Xxxxxxx XX) in such form or manner and in such amounts as the Xxxxxxx XX may direct from time to time. Each payment direction from the Xxxxxxx XX to the Trustee shall be in writing or in such electronic form as previously agreed upon in writing by the Xxxxxxx XX and the Trustee and shall be deemed to include a certification made by the Xxxxxxx XX that any payment from the Trust Fund directed thereby is a direction that the Xxxxxxx XX is authorized to provide to the Trustee, that complies with the terms of the Plan and that is not contrary to any provision of law applicable to the Plan or the Trust Fund. The Trustee may conclusively rely on such certification and shall have no duty to make any inquiry or investigation with respect to the correctness of such certification. If the Xxxxxxx XX has appointed an entity as its agent for purposes of making payments from the Trust Fund, the Xxxxxxx XX shall provide the Trustee written notice of such appointment. For purposes of this Agreement, such an appointment shall become effective on the effective date thereof or, if later, on the date on which the Trustee receives written notice thereof from the Xxxxxxx XX and shall remain in effect until the Trustee receives written notice from the Xxxxxxx XX of the termination of such appointment. Such an entity duly appointed by the Xxxxxxx XX with respect to which the Trustee has received written notice from the Xxxxxxx XX shall, in its capacity as agent for the Xxxxxxx XX, hereinafter be referred to as the “TPA.” If the Trustee receives written notice from the Xxxxxxx XX of the appointment of the TPA, the Trustee shall make payments from the Trust Fund in accordance with directions received by the Trustee from the TPA. Each such direction from the TPA to the Trustee shall be in writing or in such other form as previously agreed upon in writing by the TPA and the Trustee. The Trustee may conclusively rely on any such direction received by the Trustee from the TPA and shall have no duty to make any inquiry or investigation with respect to such direction.
Directed Payments. 10 f. Post-Closing Adjustment..................... 11 g. The Closing................................. 12 h. Deliveries at the Closing................... 12 i. Allocation.................................. 12 j. Proration................................... 12
Directed Payments. Sellers shall be responsible for the payment, performance or discharge of any and all Undischarged Liabilities, whether or not reflected on the Preliminary Closing Schedule. In the event the Preliminary Closing Schedule reflects Undischarged Liabilities, Buyer shall have the right to pay (a "Directed Payment") for and on behalf of Sellers any or all of such Undischarged Liabilities at the Closing. Any amounts used to make such Directed Payments shall be deducted from the Purchase Price as contemplated by Section 2(c) above. Further, after the Closing, Buyer shall have the right, but not the obligation, to pay Undischarged Liabilities (or any of them) that are not reflected on the Preliminary Closing Schedule. Any such payments shall be made through the disbursement of Escrow Funds pursuant to the Escrow Agreement.
Directed Payments. 42 5.12 Employment Agreements..........................................................................42
Directed Payments. [All exhibits and schedules are omitted from this Exhibit 2 pursuant to Regulation S-K Item 601(b)(2). Wendy's International, Inc. will furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.] MERGER AGREEMENT This Merger Agreement (this "AGREEMENT"), dated as of May 30, 2002, is by and among (i) WENDY'S INTERNATIONAL, INC., an Ohio corporation ("PARENT"), (ii) FEI ACQUISITION CORP., a California corporation and a wholly-owned indirect subsidiary of Parent ("MERGER SUB") and, together with Parent, the "PARENT PARTIES"), (iii) FRESH ENTERPRISES, INC., a California corporation (the "COMPANY" and, together with the Parent Parties, collectively the "PARTIES" and individually, a "PARTY"), and (iv) those shareholders of the Company signatories hereto and those shareholders of the Company who become parties to this Agreement by executing a joinder agreement after the date hereof in the form attached hereto as EXHIBIT A.
