Use of Subcontractors Rights to Request Replacement Sample Clauses

Use of Subcontractors Rights to Request Replacement. 46 12.1 Generally 46 12.2 Right to Request Replacement 46 12.3 Continuing Responsibility 46 12.4 Confidential Information 47 13. INSURANCE 47 13.1 Insurance 47 13.2 Proof of Insurance 47 14. INDEMNITY 47 14.1 Service Provider Indemnity 47 14.2 Novation Indemnity 48 14.3 Infringement Claims 48 14.3.1 Indemnity 48 14.3.2 Indemnity Exclusions 49 14.3.3 Injunction or Prohibition 49 14.4 Indemnity Procedures 49 14.5 Exclusive Remedy 50 15. LIMITATION OF LIABILITY 50 16. AUDIT RIGHTS 51 16.1 General 51 16.2 Frequency of Audits 51 16.3 Auditors 51 16.4 Record Retention 51 16.5 Cooperation 51 16.6 Overcharges and Undercharges 51 16.7 Audit Reports 52 TABLE OF CONTENTS (continued) Page 17. DISPUTE RESOLUTION 52 18. GENERAL PROVISIONS 52 18.1 No Waiver 52 18.2 Entire Agreement 52 18.3 Publicity 52 18.4 Assignment; Successors and Assigns 53 18.5 Governing Law 53 18.6 Notices 53 18.7 No Agency 54 18.8 Force Majeure 54 18.8.1 Performance Excused 54 18.8.2 Period of Excused Performance 54 18.8.3 Critical Functions 55 18.9 Severability 55 18.10 Counterparts 55 18.11 Headings 55 18.12 Section 365(n) Matters 55 18.13 Additional Members 55 18.14 Xxxxxxxxxxx xx Xxxxxxxx Xxxxxxxxxxx Xxxxxxxxx 00 00. [*****] OF [*****] 56 19.1 [*****] and [*****] [*****] 56 19.2 [*****] and [*****] [*****] 56 19.3 [*****] of [*****] 57 TABLE OF CONTENTS (continued) Page EXHIBIT A: MIGRATION PLAN EXHIBIT B: SCOPE OF SERVICES EXHIBIT C: SERVICE LEVELS, METRICS AND PERFORMANCE CREDITS EXHIBIT D: MEMBER-FACING PLAN EXHIBIT E: FORM OF MEMBER AGREEMENT EXHIBIT F: REPORTS AND METRICS EXHIBIT G: REGISTRATION AND PASSWORD ISSUANCE AND PROTECTION PROCEDURES EXHIBIT H: Intentionally Omitted. EXHIBIT I: NOVATION’S TRADEMARK USAGE GUIDELINES EXHIBIT J: SERVICE PROVIDER’S TRADEMARK USAGE GUIDELINES EXHIBIT K: VHA’S, UHC’S AND HPPI’S TRADEMARK USAGE GUIDELINES EXHIBIT L: Intentionally Omitted EXHIBIT M: CERTAIN AGREEMENTS EXHIBIT N: EXTENSION OF CERTAIN AGREEMENTS EXHIBIT O: SERVICE PROVIDER GUIDING PRINCIPLES EXHIBIT P: LETTER AGREEMENT OUTSOURCING AGREEMENT This Outsourcing Agreement (“Agreement”) executed as of October 10, 2005 and effective as of the “Effective Time” as defined below, by and among Global Healthcare Exchange, LLC, a limited liability company organized under the laws of Delaware with offices at 00000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000 (“Service Provider”), Novation, LLC, a Delaware limited liability company with offices at 000 Xxxx Xxxx Xxxxxxxxx Freeway, Irving, Texas 75062...
Sample 1
AutoNDA by SimpleDocs
Use of Subcontractors Rights to Request Replacement 
Sample 1Sample 2

Related to Use of Subcontractors Rights to Request Replacement

  • Use of Subcontractors (a) [Reserved].

  • Use of Subservicers and Subcontractors The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (a) of this Section. The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this Agreement or any Reconstitution Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.

  • Assignment; Subcontracting (a) Except as expressly provided in Section 12(b) below, this Agreement shall not be assignable or delegable, whether by merger, operation of law or otherwise, by any Fund without the written consent of BNY Mellon, or by BNY Mellon without the written consent of the affected Fund, in each case which consent may not be unreasonably withheld. This Agreement shall extend to and shall be binding upon the Parties hereto, and their permitted successors and assigns.

  • Use by Agents, Employees, Subcontractors The parties shall take reasonable measures to prevent its Agents, employees and subcontractors from using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant to this Agreement. Such measures shall include, but not be limited to, (i) education of such Agents, employees and subcontractors as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from such Agents, employees and subcontractors that the Confidential Information shall be handled only in accordance with provisions no less restrictive than those contained in this Agreement. This provision shall survive termination of this Agreement.

  • APPENDIX H Fund Level Voluntary Limit on Other Expenses* For purposes of this Appendix:

  • DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM (a) Notwithstanding the provisions of Section 2.4 of the Deposit Agreement, the parties acknowledge that DTC’s Direct Registration System (“DRS”) and Profile Modification System (“Profile”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant, claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register that transfer.

  • Assignment and Subcontracting This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Trust without the prior written consent of GFS. GFS may subcontract any or all of its responsibilities pursuant to this Agreement to one or more companies, trusts, firms, individuals or associations, which may or may not be affiliated persons of GFS and which agree to comply with the terms of this Agreement; provided, however, that any such subcontracting shall not relieve GFS of its responsibilities hereunder. GFS may pay such persons for their services, but no such payment will increase fees due from the Trust hereunder.

  • System and Data Access Services a.System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Fund`s investment advisors, investment managers or fund accountants (the "Fund Accountants") or as the Fund`s independent auditors (the "Auditor"), with access to State Street`s Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the "System") on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the "Designated Configuration") or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.

  • Use of Subcustodians The Custodian may make arrangements, where appropriate, with other banks having not less than two million dollars aggregate capital, surplus and undivided profits for the custody of securities. Any such bank selected by the Custodian to act as subcustodian shall be deemed to be the agent of the Custodian. The Custodian also may enter into arrangements for the custody of securities entrusted to its care through foreign branches of United States banks; through foreign banks, banking institutions or trust companies; through foreign subsidiaries of United States banks or bank holding companies, or through foreign securities depositories or clearing agencies (hereinafter also called, collectively, the "Foreign Subcustodian" or indirectly through an agent, established under the first paragraph of this section, if and to the extent permitted by Section 17(f) of the Investment Company Act of 1940 and the rules promulgated by the Securities and Exchange Commission thereunder, any order issued by the Securities and Exchange Commission, or any "no-action" letter received from the staff of the Securities and Exchange Commission. To the extent the existing provisions of the Custodian Agreement are consistent with the requirements of such Section, rules, order or no-action letter, they shall apply to all such foreign custodianships. To the extent such provisions are inconsistent with or additional requirements are established by such Section, rules, order or no-action letter, the requirements of such Section, rules, order or no-action letter will prevail and the parties will adhere to such requirements; provided, however, in the absence of notification from the Corporation of any changes or additions to such requirements, the Custodian shall have no duty or responsibility to inquire as to any such changes or additions.

  • Use of Subcustodian (a) The Bank will identify such Assets on its books as belonging to the Customer.

Time is Money Join Law Insider Premium to draft better contracts faster.