LTC Sample Clauses

LTC. LTC shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by LTC and Healthcare acting together, from any such taxing authority with respect to any transaction contemplated by this Agreement.
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LTC. (a) ADAPTIMMUNE, at its own expense, shall indemnify, defend and hold harmless LTC and its respective AFFILIATES, and the respective officers, directors, shareholders, employees and agents of each of the foregoing (each an “LTC INDEMNIFIED PARTY”) from and against any and all liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) (collectively “LIABILITIES”) incurred by or imposed upon any and/or all LTC INDEMNIFIED PARTIES in connection with any THIRD PARTY claims, suits, actions, demands or judgments (each a “CLAIM”) arising out or in connection with (i) the design, manufacture, use, promotion, sale or other disposition of any LICENSED T CELL PRODUCT or the practice of a LICENSED T CELL METHOD by ADAPTIMMUNE and/or its AFFILIATES, (ii) any actual or alleged injury, damage, death or other consequence occurring to any THIRD PARTY as a result, directly or indirectly, of the practice of a LICENSED T CELL METHOD by ADAPTIMMUNE or its AFFILIATES or customers or transferees of any of the foregoing, or the possession, consumption or use of the LICENSED T CELL PRODUCTS sold by ADAPTIMMUNE or its AFFILIATES, regardless of the form in which any such claim is made, (iii) any other activities to be carried our by ADAPTIMMUNE or its AFFILIATES pursuant to this SUB-LICENSE, and (iv) the failure of any representation or warranty made by ADAPTIMMUNE in this SUB-LICENSE to be true and accurate; except in each case to the extent that such CLAIM arises out of or results from (a) the breach of a representation or warranty of LTC herein, or (b) LTC’s gross negligence or willful misconduct.
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LTC. The Borrower shall not permit LTC to engage in any business or activity (including, without limitation, the incurrence of Indebtedness or trade liabilities) with any Person (other than the Borrower in connection with the LTC Sublicense Agreement). (b)
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LTC. LTC will indemnify, defend and hold harmless Licensee, its Affiliates, and their respective directors, officers, employees and agents (the “Licensee Indemnified Parties”) from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that any of Licensee Indemnified Parties may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any Third Party and arising out of or relating to (i) a breach by LTC of any of the warranties provided by LTC in Section 10.1; or (ii) LTC’s recklessness or willful misconduct.
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LTC. Second Amended and Restated Promissory Note dated January 27, 2012 in the original principal amount of $3,000,000.00 by and among ALTACARE CORPORATION, a Georgia corporation, HP/XXXXXXXXXX, INC., a Georgia corporation, HP/GREAT BEND, INC., a Georgia corporation, MT. PLEASANT CARE CENTERS, INC., a Georgia corporation, LTC HEALTHCARE AT XXXXXXXX, INC., a Georgia corporation, LTC OF ILLINOIS—FRIENDSHIP, INC., a Georgia corporation, LTC OF ILLINOIS—FIRESIDE, INC., a Georgia corporation, XXXXXXXXXXXX HEALTHCARE INVESTORS, L.P., a Georgia limited partnership, LTC HEALTHCARE OF CONVERSE, INC., a Nevada corporation, and LTC HEALTHCARE OF XXXXXXX, INC., a Nevada corporation, collectively as borrowers, in favor of Parent Borrower, as amended by that certain First Amendment to Second Amended and Restated Promissory Note and Omnibus Amendment to Loan Documents dated January 31, 2014 and that certain Second Amendment to Second Amended and Restated Promissory Note and Omnibus Amendment to Loan Documents dated March 31, 2014
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LTC. LTC will indemnify, defend and hold harmless HTG and its directors, officers, employees and agents (the “HTG Indemnified Parties”) from all Losses to the extent that any of HTG Indemnified Parties suffer Losses as a result of any Claims made or instituted by any Third Party to the extent arising out of or relating to: (a) LTC’s breach of any material representation, warranty or covenant under this Agreement; or (b) LTC’s or its Affiliates’ recklessness or willful misconduct in connection with this Agreement. The foregoing obligations will not apply to the extent that such Losses or Claims can be shown to have been caused directly by activity for which HTG must indemnify LTC pursuant to Section 14.1(a) above.
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LTC. The Borrower shall not permit LTC to engage in any business or --- activity (including, without limitation, the incurrence of Indebtedness or trade liabilities) with any Person (other than the Borrower in connection with the LTC Sublicense Agreement). Notwithstanding Section 9.10(f), Borrower shall not make any Investment on or after the Initial Closing Date in LTC.
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Related to LTC

  • Supplier Diversity Seller shall comply with Xxxxx’s Supplier Diversity Program in accordance with Appendix V.

  • Pharmacy Pharmacy hereby represents that neither Pharmacy, nor, to the best of Pharmacy’s knowledge, Pharmacist, Pharmacy’s employees, agents or independent contractors involved in the provision of services have been excluded from participation in any Federally-funded health care programs, including, but not limited to, Medicare and Medicaid.

  • Wellness A. To support the statewide goal for a healthy and productive workforce, employees are encouraged to participate in a Well-Being Assessment survey. Employees will be granted work time and may use a state computer to complete the survey.

  • Medi Cal PII is information directly obtained in the course of performing an administrative function on behalf of Medi-Cal, such as determining Medi-Cal eligibility or conducting IHSS operations, that can be used alone, or in conjunction with any other information, to identify a specific individual. PII includes any information that can be used to search for or identify individuals, or can be used to access their files, such as name, social security number, date of birth, driver’s license number or identification number. PII may be electronic or paper. AGREEMENTS

  • Prosthodontics We Cover prosthodontic services as follows: • Removable complete or partial dentures, for Members 15 years of age and above, including six (6) months follow-up care; • Additional services including insertion of identification slips, repairs, relines and rebases and treatment of cleft palate; and • Interim prosthesis for Members five (5) to 15 years of age. We do not Cover implants or implant related services. Fixed bridges are not Covered unless they are required: • For replacement of a single upper anterior (central/lateral incisor or cuspid) in a patient with an otherwise full complement of natural, functional and/or restored teeth; • For cleft palate stabilization; or • Due to the presence of any neurologic or physiologic condition that would preclude the placement of a removable prosthesis, as demonstrated by medical documentation.

  • Primary Care Clinic Employees and each of their covered dependents must individually elect a primary care clinic within the network of providers offered by the plan administrator chosen by the employee. Employees and their dependents may elect to change clinics within their clinic’s Benefit Level as often as the plan administrator permits and as outlined above.

  • API If the Software offers integration capabilities via an API, your use of the API may be subject to additional costs or Sage specific policies and terms and conditions (which shall prevail in relation to your use of the API). You may not access or use the API in any way that could cause damage to us or the Software, or in contravention of any applicable laws. We reserve the right in our sole discretion, to: (i) update any API from time to time; (ii) place limitations around your use of any API; and (iii) deny you access to any API in the event of misuse by you or to otherwise protect our legitimate interests.

  • MEDICALLY FRAGILE STUDENTS 1. If a teacher will be providing instructional or other services to a medically fragile student, the teacher or another adult who will be present when the instruction or other services are being provided will be advised of the steps to be taken in the event an emergency arises relating to the student's medical condition.

  • Hospital This plan covers behavioral health services if you are inpatient at a general or specialty hospital. See Inpatient Services in Section 3 for additional information. Residential Treatment Facility This plan covers services at behavioral health residential treatment facilities, which provide: • clinical treatment; • medication evaluation management; and • 24-hour on site availability of health professional staff, as required by licensing regulations. Intermediate Care Services This plan covers intermediate care services, which are facility-based programs that are: • more intensive than traditional outpatient services; • less intensive than 24-hour inpatient hospital or residential treatment facility services; and • used as a step down from a higher level of care; or • used a step-up from standard care level of care. Intermediate care services include the following: • Partial Hospital Program (PHP) – PHPs are structured and medically supervised day, evening, or nighttime treatment programs providing individualized treatment plans. A PHP typically runs for five hours a day, five days per week. • Intensive Outpatient Program (IOP) – An IOP provides substantial clinical support for patients who are either in transition from a higher level of care or at risk for admission to a higher level of care. An IOP typically runs for three hours per day, three days per week.

  • WHEXXXX xs xxxx of a plan of reorganization, RESTART PARTNERS II, L.P., a Delaware Limited Partnership ("Restart II"), may acquire an ownership interest in Elsinore Corporation ("Elsinore") or the Four Queens, Inc. ("FQI");

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