Third-Party ASO Contracts Clause Samples
Third-Party ASO Contracts. (i) Crane shall use its reasonable efforts to amend each administrative services only contract with a third-party administrator that relates to any of the Crane Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Huttig to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until the expiration of the financial fee guarantees in effect under such ASO Contract as of the Close of the Distribution Date. Crane shall use its reasonable efforts to cause all ASO Contracts into which Crane enters after the date of this Agreement but before the Close of the Distribution Date to allow Huttig to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as Crane.
(ii) Crane shall have the right to determine, and shall promptly notify Huttig of, the manner in which Huttig's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Huttig's participation may be effectuated include automatically making Huttig a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Huttig providing for the same terms and conditions as are contained in the ASO Contracts to which Crane is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Huttig hereby authorizes Crane to act on its behalf to extend to Huttig the terms and conditions of the ASO Contracts. Huttig shall fully cooperate with Crane in such efforts, and Huttig shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice Crane's efforts.
Third-Party ASO Contracts. (1) At Tronox’s request, ▇▇▇▇-▇▇▇▇▇ shall use its reasonable best efforts to cause each third-party administrator that operates pursuant to an administrative services only contract that relates to any of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans (an “ASO Contract”) in existence as of the date of this Agreement to enter into an agreement with Tronox with substantially similar terms and conditions. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. The request by Tronox for ▇▇▇▇-▇▇▇▇▇ to negotiate such ASO Contracts shall be deemed to be the authorization by Tronox of ▇▇▇▇-▇▇▇▇▇ to act on its behalf to extend to Tronox the terms and conditions of the ASO Contracts. Tronox shall use its reasonable best efforts to cooperate with ▇▇▇▇-▇▇▇▇▇ in such efforts, and Tronox shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ▇▇▇▇-▇▇▇▇▇’▇ efforts.
(2) If it becomes reasonably likely that ▇▇▇▇-▇▇▇▇▇ will not be successful in negotiating contract language that will permit compliance with this Section 6.04(a), ▇▇▇▇-▇▇▇▇▇ shall so notify Tronox promptly, and after such notification, Tronox shall be released from the restriction contained in the last sentence of Section 6.04(a)(1). In such case, ▇▇▇▇-▇▇▇▇▇ may offer a contingency plan for the administration of the portion of the ▇▇▇▇-▇▇▇▇▇ Health and Welfare Plans affected by the unavailability of such ASO Contract, including, if possible, an offer by the third-party administrator under the relevant ASO Contract of its services under a separate contract with Tronox, with terms and conditions as similar as practicable to those of the ASO Contract with ▇▇▇▇-▇▇▇▇▇. Tronox shall, effective Immediately after the Distribution Date, either adopt its own contingency plan or the contingency plan established by ▇▇▇▇-▇▇▇▇▇ for such arrangement.
Third-Party ASO Contracts. (i) Unless otherwise requested by Holdings, Continental and Holdings shall use commercially reasonable efforts to cause each ASO Contract that is entered into or renewed on or after the IPO Date and prior to any date determined by Continental in its sole discretion to provide that Holdings shall be eligible for a mirror contract with substantially the same terms and conditions as are contained in the ASO Contract to which Continental is a party. Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures and reporting requirements.
(ii) To the extent that Continental and Holdings are not successful in negotiating contract language that will permit compliance with the foregoing paragraph and to the extent an ASO contract is not addressed in such paragraph, Holdings shall be responsible for negotiating its own ASO Contracts effective on or before the IPO Date.
Third-Party ASO Contracts. (1) At MOD-PAC's request, Astronics shall use its reasonable best efforts to amend each administrative services only contract with a third-party administrator that relates to any of the Astronics Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit MOD-PAC to participate in the terms and conditions of such ASO Contract from January 1, 2003 until December 31, 2003.