Protective Clauses Clause Samples

Protective Clauses. Without limiting Section 2.5, neither the liability of either of the Guarantors nor the validity or enforceability of this Guarantee shall be prejudiced, affected or discharged by: (a) the granting of any time or indulgence to the Company or any other person; (b) any variation or modification of this Agreement, the Series B-1 Notes, the Warrants or any other document referred to herein or therein or related thereto; (c) the invalidity or unenforceability of any obligation or liability of any party under this Agreement, the Series B-1 Notes, the Warrants or any other documents referred to herein or therein or related thereto; (d) any invalidity or irregularity in the execution of this Agreement, the Series B-1 Notes, the Warrants or any other documents referred to herein or therein or related thereto; (e) any lack of capacity or deficiency in the powers of the Company, any Guarantor or any other person to enter into or perform any of its obligations under this Agreement, the Series B-1 Notes, the Warrants or any other documents referred to herein or therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person purporting to act on behalf of the Company, the Guarantors or such other person; (f) the insolvency, bankruptcy or liquidation or any incapacity, disability or limitation or any change in the constitution or status of the Company or either or both of the Guarantors or any other person; (g) any other security document, security interest, guarantee or other security or right or remedy being or becoming held by or available to any Purchaser or by any other person or by any of the same being or becoming wholly or partly void, voidable, unenforceable or impaired or by any Purchaser at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy any Purchaser may now or hereafter have from or against the Company or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against the Company or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, event or circumstance which would or may but for this provision operate to prejudice, affect or discharge this Guarantee or the liability of the Guarantors hereunder.

Protective Clauses. Without limiting Clause 3.1, neither the liability of the Guarantor nor the validity or enforceability of this Deed shall be prejudiced, affected or discharged by:- (a) the granting of any time or indulgence to any Security Party or any other person in respect of the Guaranteed Obligations; (b) any variation or modification of the Facility Agreement, any of the other Finance Documents or any other document referred to therein or related thereto; (c) the invalidity or unenforceability of any obligation or liability of any party under the Facility Agreement or any of the other Finance Documents or any other documents referred to therein or related thereto; (d) any invalidity or irregularity in the execution of the Facility Agreement or any of the other Finance Documents or any other documents referred to therein or related thereto; (e) any lack of capacity or deficiency in the powers of any Security Party (other than the Guarantor) or any other person to enter into or perform any of its obligations under the Facility Agreement or any of the other Finance Documents to which it is party or any other documents referred to therein or related thereto or any irregularity in the exercise thereof or any lack of authority by any person _______________________________________________________________________________ [Guarantee and Indemnity] purporting to act on behalf of any Security Party (other than the Guarantor) or such other person; (f) the insolvency, bankruptcy or liquidation or any incapacity, disability or limitation of any Security Party (other than the Guarantor) or any other person or any change in the constitution or status of any Security Party or any other person; (g) the Facility Agreement or any other Finance Document, Security Interest, guarantee or other security or right or remedy being or becoming held by or available to any Finance Party or by any other person or by any of the same being or becoming wholly or partly void, voidable, unenforceable or impaired or by any Finance Party at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy any Finance Party may now or hereafter have from or against any Security Party or any other person; (h) any waiver, exercise, omission to exercise, compromise, renewal or release of any rights against any Security Party or any other person or any compromise, arrangement or settlement with any of the same; or (i) any act, omission, even...

Protective Clauses. Without limiting Clause 17.1, neither the liability of the Company nor the validity or enforceability of this Deed shall be prejudiced, affected or discharged by :- (a) any other Encumbrance, guarantee or other security or right or remedy being or becoming held by or available to the Bank or by any of the same being or becoming wholly or partly void, voidable, unenforceable or impaired or by the Bank at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Bank may now or hereafter have from or against the Company or any other person or the granting of any time or indulgence to the Company or any other person; (b) any variation or modification of the Facility Agreement or security document to which the Company is a party or any Finance Document; (c) the invalidity or unenforceability of any obligation or liability of the Company under any facility letter or security document to which it is a party or any Finance Document; (d) any invalidity or irregularity in the execution of this Deed or any loan agreement or other security document or any deficiency in the powers of the Company to enter into or perform any of its obligations hereunder or under any loan agreement or other security document to which it is a party or any Finance Document; or (e) any act, omission, event or circumstance which would or may but for this provision operate to prejudice, affect or discharge this Deed or the liability of the Company hereunder.

Protective Clauses. (1) Require safeguarding of information about enrollees according to 42 CFR, Part 438.224. (2) Require compliance with HIPAA privacy and security provisions. (3) Require an exculpatory clause, which survives subcontract termination, including breach of subcontract due to insolvency, which assures that Medicaid recipients or the Agency will not be held liable for any debts of the subcontractor. (4) If there is a Health Plan physician incentive plan, include a statement that the Health Plan shall make no specific payment directly or indirectly under a physician incentive plan to a subcontractor as an inducement to reduce or limit medically necessary services to an enrollee, and affirmatively state that all incentive plans do not provide incentives, monetary or otherwise, for the withholding of medically necessary care; (5) Require full cooperation in any investigation by the Agency, MPI, MFCU or other state or federal entity or any subsequent legal action that may result from such an investigation; WellCare of Florida, Inc. Medicaid HMO Non-Reform Contract (6) Contain a clause indemnifying, defending and holding the Agency and the Health Plan’s enrollees harmless from and against all claims, damages, causes of action, costs or expenses, including court costs and reasonable attorney fees, to the extent proximately caused by any negligent act or other wrongful conduct arising from the subcontract agreement. This clause must survive the termination of the subcontract, including breach due to insolvency. The Agency may waive this requirement for itself, but not Health Plan enrollees, for damages in excess of the statutory cap on damages for public entities, if the subcontractor is a state agency or subdivision as defined by s. 768.28, F.S., or a public health entity with statutory immunity. All such waivers must be approved in writing by the Agency; (7) Require that the subcontractor secure and maintain, during the life of the subcontract, workers’ compensation insurance for all of its employees connected with the work under this Contract unless such employees are covered by the protection afforded by the Health Plan. Such insurance shall comply with Florida's Workers’ Compensation Law; (8) Specify that if the subcontractor delegates or subcontracts any functions of the Health Plan, that the subcontract or delegation includes all the requirements of this Contract; (9) Make provisions for a waiver of those terms of the subcontract, which, as they pertain to Medic...

Protective Clauses. Neither the liability of the Company nor the validity or enforceability of this Deed shall be prejudiced, affected or discharged by: (i) the invalidity, irregularity or unenforceability of any obligation or liability of any Person under any Transaction Document to which it is or is to be a party; (ii) any deficiency in the powers of the Company or any other Person to enter into or perform any of their respective obligations under any Transaction Document to which each of them is or is to be a party or any irregularity in the exercise thereof or any lack of authority by any Person purporting to act on its behalf; (iii) the insolvency or liquidation or any incapacity, disability or limitation or any change in the constitution, status, control or ownership of any Person, including the Company; (iv) any other Transaction Document, charge, guarantee or other security or right or remedy available to the Trustee or any other Finance Party being or becoming wholly or partly void, voidable, unenforceable or impaired by any Finance Party or any Person, including a Finance Party, at any time releasing, refraining from enforcing, varying or in any other way dealing with any of them or any power, right or remedy that the Trustee and/or any other Finance Party may now or hereafter have from or against the Company or any other Person; and/or (v) any act, omission, event or circumstance which would or may but for this provision operate to prejudice, affect or discharge this Deed or the liability of the Company hereunder or any other right, power or remedy conferred upon the Finance Parties by this Deed or by any Applicable Law.

Protective Clauses. Without limiting Clause 4 (Continuing Security) ------------------ neither the liability of an Obligor nor the validity or enforceability of this Deed shall be prejudiced, affected or discharged by:

Protective Clauses i. Require safeguarding of information about Enrollees according to 42 CFR, Part 438.224. ii. Require compliance with HIPAA privacy and security provisions. iii. Require an exculpatory clause, which survives Subcontract termination including breach of Subcontract due to insolvency, that assures that Medicaid Recipients or the Agency may not be held liable for any debts of the Subcontractor. iv. If there is a Health Plan physician incentive plan, include a statement that the Health Plan shall make no specific payment directly or indirectly under a physician incentive plan to a Subcontractor as an inducement to reduce or limit Medically Necessary services to an Enrollee, and that all incentive plans shall not contain provisions which provide incentives, monetary or otherwise, for the withholding of Medically Necessary care;

Protective Clauses. Without limiting Clause 17.1, neither the liability of the Company nor the validity or enforceability of this Deed shall be prejudiced, affected or discharged by:- (a) any other Encumbrance, guarantee or other security or right or remedy being or becoming held by or available to the Bank or by any of the same being or becoming wholly or partly void, voidable, unenforceable or impaired or by the Bank at any time releasing, refraining from enforcing, varying or in any other way dealing with any of the same or any power, right or remedy the Bank may now or hereafter have from or against the Company or any other person or the granting of any time or indulgence to the Company or any other person; (b) any variation or modification of the Facility Agreement or security document to which the Company is a party or any Finance Document;

Protective Clauses. 18.1 Waiver of defences The obligations of Chargor under this Deed will not be affected by an act, omission, matter or thing which, but for this section, would reduce, release or prejudice any of such obligations or security, including (whether or not known to him or the Chargee): (a) any time, waiver or consent granted to, or composition with, the Chargor or other person; (b) the release of the Chargor or any other person under the terms of any composition or arrangement with any creditor of the Chargor; (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over property of, the Chargor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (d) any incapacity or lack of power, authority or legal personality of the Chargor or any other person; (e) any amalgamation, merger or reconstruction of the Chargee with any other person or any sale or transfer of the whole or any part of the assets of the Chargee to any other person; (f) the existence of any claim, set-off or other rights which the Chargor may have at any time against the Chargee, whether in connection with the Note or otherwise; (g) any novation, amendment (however fundamental) or replacement of the Note Documents or any other document or security; (h) any obligation of any person under the Note Document or any other document or security being void, voidable, invalid, unenforceable or otherwise irrecoverable; or (i) any insolvency or similar proceedings.