In-Scope Agreements Managed by or Assigned to R1 Sample Clauses

In-Scope Agreements Managed by or Assigned to R1. R1 and IMH desire to make the revenue cycle operations more efficient and cost effective for IMH. As such, at least [**] days prior to the Commencement Date, IMH shall prepare and deliver to R1 for its review a list of all third party agreements to which IMH or its Affiliate is a party and pursuant to which Similar Services are provided to IMH or its Affiliate (the “Similar Services List”). Within [**] days after R1’s receipt of the Similar Services List, R1 and IMH shall agree on which third party agreements from the Similar Services List will be added to a schedule to this Services Agreement of agreements that will be managed by or assigned to R1 (each an “In-Scope Agreement” and collectively the “In-Scope Agreements”). That schedule of In-Scope Agreements” will be added to this Services Agreement as part of Exhibit 14.1. In deciding on which agreements shall become In-Scope Agreements, the Parties will consider, without limitation, the following: (a) contractual or other legal reasons that may prevent the agreement from being made an In-Scope Agreement, (b) agreements that include a third party to the agreement, in addition to IMH and the primary provider of the Similar Services, (c) agreements that include services that are not Similar Services, (d) agreements with service providers where R1 also has an agreement with the same service provider, and (e) IMH or its Affiliate has an ownership interest in the third party. If there is any disagreement as to whether or not an agreement should be added to the schedule or made an In-Scope Agreement, the final decision will be made by the Joint Review Board. To the extent that any such third party agreement that includes Similar Services is not made an In-Scope Agreement, then IMH or its Affiliate may continue that third party agreement and Similar Services under it notwithstanding any other provision of this Agreement to the contrary, including Section 3.4 and the costs and expenses of such vendor will not be included in the Base Fee under Exhibit 11.1-A. However, IMH will provide notice to R1 if and when the Similar Services under such third party agreement may be replaced by Services under this Agreement and the Parties will cooperate in good faith to add those Similar Services as Services to this Agreement after they can be replaced. The schedule will be based on the template attached to this Services Agreement. Such Exhibit shall additionally identify whether R1 will manage the Similar Services under the I...
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Related to In-Scope Agreements Managed by or Assigned to R1

  • Contract Non-Assignable The parties acknowledge that this Agreement has been entered into due to, among other things, the special skills and knowledge of Executive, and agree that this Agreement may not be assigned or transferred by Executive.

  • FREEDOM TO DEAL WITH THIRD PARTIES The Adviser shall be free to render services to others similar to those rendered under this Agreement or of a different nature except as such services may conflict with the services to be rendered or the duties to be assumed hereunder.

  • WITNESSES THAT WHEREAS A. The Company and the Trustee have entered into an indenture (the "Indenture") dated as of November 30, 2004 providing for the issuance of 8.00% Senior Subordinated Notes due 2012 of the Company (the "Securities"); and

  • Defense of Claims Brought by Third Parties If any Third Party brings a claim or otherwise asserts that a Product or Licensed Agent infringes such Third Party’s Patent or misappropriates such Third Party’s Know-How (each, a “Third-Party Infringement Claim”), the Party first having notice of the claim or assertion will promptly notify the other Party in writing. Subject to Section 9.1, [***] will have the sole right to undertake and control the defense or settlement of any Third-Party Infringement Claim using counsel of its choice, at its expense. Subject to Section 9.1, if [***] is named as a defendant in any such Third Party Infringement Claim, [***] will have the right to participate in such defense and settlement with its own counsel, at its expense. Subject to Section 9.1, [***] will not enter into any settlement of any Third-Party Infringement Claim that is instituted or threatened to be instituted against [***] without [***]’s prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required if [***]. As requested by [***], [***] will provide reasonable cooperation and assistance to [***] in connection with [***]’s control of the defense or settlement of a Third-Party Infringement Claim. Such cooperation and assistance will include executing all necessary and proper documents and taking such actions as will be appropriate to allow [***] to control the defense and settlement of such Third-Party Infringement Claim. Subject to Section 9.1, [***] will reimburse [***] for the reasonable FTE Costs and Out-of-Pocket Costs incurred by [***] in providing such assistance and cooperation; provided that [***] will have no obligation to reimburse [***] for any such FTE Costs and Out-of-Pocket Costs incurred if Company exercises its right to participate in the defense and settlement of a Third-Party Infringement Claim with its own counsel. [***]will keep [***] reasonably informed of the progress of any Third Party Infringement Claim. To the extent reasonable, both Parties will cooperate in good faith to [***].

  • Authority, No Conflict, No Consent Required The Borrower represents and warrants that the Borrower has the power and legal right and authority to enter into this Amendment and has duly authorized as appropriate the execution and delivery of this Amendment and other agreements and documents executed and delivered by the Borrower in connection herewith by proper partnership action, and none of the Amendment Documents nor the agreements contained herein or therein contravenes or constitutes a default under any agreement, instrument or indenture to which the Borrower is a party or a signatory or a provision of the Borrower’s partnership agreement or any other agreement or requirement of law, or result in the imposition of any Lien on any of its property under any agreement binding on or applicable to the Borrower or any of its property except, if any, in favor of the Lenders. The Borrower represents and warrants that no consent, approval or authorization of or registration or declaration with any Person, including but not limited to any governmental authority, is required in connection with the execution and delivery by the Borrower of the Amendment Documents or other agreements and documents executed and delivered by the Borrower in connection therewith or the performance of obligations of the Borrower therein described, except for those which the Borrower has obtained or provided and as to which the Borrower has delivered certified copies of documents evidencing each such action to the Lenders.

  • Inventions Assigned to the United States I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

  • Voluntary Agreement; No Conflicts Executive represents that he is entering into this Agreement voluntarily and that Executive’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with or result in the breach by Executive of any agreement to which he is a party or by which he or his properties or assets may be bound.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Amendment or Assignment of Agreement Any amendment to this Agreement shall be in writing signed by the parties hereto; PROVIDED, that no such amendment shall be effective unless authorized (i) by resolution of the Trustees of the Trust, including the vote or written consent of a majority of the Trustees of the Trust who are not parties to this Agreement or interested persons of either party hereto, and (ii) by vote of a majority of the outstanding voting securities of the Fund affected by such amendment as required by applicable law. This Agreement shall terminate automatically and immediately in the event of its assignment.

  • BACKGROUND OF AGREEMENT 1.1 LICENSOR represents that it has certain intellectual property pertaining to services and technologies in the field of teleradiology, in respect to which it is prepared to grant a nonexclusive license to LICENSEE.

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