FEP Sample Clauses
FEP. Each Seller who has any equity interest in FEP agrees not to take any action that would reasonably be expected to result in the removal of the Company or any of its Subsidiaries as the general partner or investment manager of FEP. If the employment with the Company and/or its Subsidiary of Principal Seller A or Principal Seller C (collectively, the “FEP Sellers” and each individually, a “FEP Seller”) is terminated on or after the Closing Date for any reason (whether voluntarily or involuntarily, and with or without Cause or Good Reason), (i) such FEP Seller shall maintain the right to remain an investment sub-manager of FEP with all rights and authority and investment discretion that such FEP Seller enjoyed prior to his termination, and (ii) the Company and such FEP Seller shall enter into a sub-advisory agreement pursuant to which the Company shall reimburse such FEP Seller for his reasonable out-of-pocket expenses (of the type reimbursed by such FEP Seller to the Company prior the Closing Date as management company expenses) incurred for the purpose of managing FEP, subject in each case to compliance with the Governance Framework, and make available to such FEP Seller to assist in such sub-management the services of those employees of the Company or its Subsidiaries who provide services to FEP prior to such termination. Notwithstanding anything to the contrary, even if a FEP Seller’s employment with the Company and/or its Subsidiary is terminated, then FEP shall continue to pay (A) any promote, incentive allocation or other performance-based fees with respect to FEP as provided for under the FEP governing documents and (B) the greater of (x) the amount of expenses of the type reimbursed by such FEP Seller to FEP prior to the Closing Date for the applicable period and (y) the management fee payable by such FEP Seller to FEP as calculated pursuant to its governing documents. Each Seller who has any interest in FEP and the Company agree that it shall not, and that it shall cause FEP to not, make any distribution in kind of FEP or of any assets of FEP. No Seller will transfer any of his interests in FEP to any proposed transferee unless such transferee agrees to be bound by this Section 6.7.
FEP. Except as set forth on Disclosure Schedule D and except for interests owned by the Company and its Subsidiaries, certain of the Sellers in Seller Group A and Seller Group C own all of the outstanding capital stock, voting securities and other equity interests in FEP.
FEP. Medcorp hereby represents to CWC that neither the Medcorp nor any of its professional employees shall render diagnosis, treatment, or evaluation to insureds of any FEP without first obtaining written authorization from CWC. In the event that such treatment is rendered, CWC shall be provided with immediate notice at which time CWC may terminate this Agreement for cause at CWC's discretion. The parties agree that if a violation of this paragraph results in termination of this Agreement then the party causing such breach shall be liable to the other party for any and all damages caused and/or sustained, including, but not limited to, the payment of any fines, liquidated damages, attorneys fees, costs and expenses.
FEP. Engine Price" means the price indicated on the face page of this Agreement per F.E.P. Engine;
FEP. Administrator hereby represents to CWC that neither the Medcorp nor any of its Professional Employees shall render diagnosis, treatment, or evaluation to insureds of any federal entitlement program such as Medicare, Medicaid, CHAMPUS and/or CHAMPVA ("FEP") without first obtaining written authorization from CWC. In the event that such treatment is rendered, CWC shall be provided with immediate notice at which time CWC may terminate the Agreement for cause at CWC's discretion. The parties agree that if a violation of this paragraph results in termination of the Agreement, then the party causing such breach shall be liable to the other parties for any and all damages caused and/or sustained, including, but not limited to, the payment of any fines, damages, attorneys fees, costs and expenses.