Provider, Producer and Insurance Contracts Clause Samples

Provider, Producer and Insurance Contracts. (a) The Company has Made Available to Buyer a complete extract of the Dental Provider database. The Company has Made Available to Buyer a 2018 actuarial report that reflects all Insurance Contracts issued by the Company or the applicable Subsidiary of the Company. All Insurance Contracts are in material compliance with applicable Laws. (b) Section 2.09(b) of the Disclosure Schedule lists the following Contracts: all network access, third party administrator, and Producer Agreements to which the Company or any Subsidiary of the Company is a party. (c) Subject to any terminations rights contained in the Contract, each Contract referenced in Section 2.09(a) is valid and binding on the Company and the Subsidiaries of the Company, as applicable, in accordance with such Contract’s terms and is in full force and effect. Neither the Company and the Subsidiaries of the Company nor, to the Knowledge of the Company, any other party thereto is in material breach of or material default under (or is alleged to be in material breach of or material default under) or has provided or received any notice of any intention to terminate, any such Contract. To the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any material right or obligation or the loss of any material benefit thereunder. (d) Section 2.09(d) of the Disclosure Schedule lists all of the Producers that received annual compensation from the Company and the Subsidiaries of the Company in excess of $200,000 in 2017 or 2018 (as the total amount of such compensation).