Windfall Situations Sample Clauses

Windfall Situations. If any of the events described in Section 6 of Exhibit 11.1-A occur, and such event significantly affects the Service Level measurement, R1’s performance under any Service Level (including the amount of resources required to maintain such performance) or R1’s ability to measure its performance with respect to any of the Service Levels, then either Party shall have the right to request that the other Party consider a fair and appropriate adjustment to the affected Service Levels and/or Target Levels. Upon such a request, the Parties will, in good faith, discuss the impact of such event on (i) IMH and its operations and patients, (ii) R1’s performance under each such Service Level, (iii) the amount of resources required to maintain performance at or better than the applicable Target Levels and (iv) R1’s ability to measure such Service Levels, with the outcome to equitably reflect the impact of such considerations. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. In the event that IMH’s IT Environment experiences any outage or other support issue not attributable to R1 that materially affects R1’s ability to meet any Service Levels, as applicable (“IMH Support Issue”), IMH shall promptly work to resolve the IMH Support Issue. R1 will cooperate with IMH and provide data and assistance as reasonably needed by IMH in order resolve the IMH Support Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the adverse effect of the IMH Support Issue on IMH and R1, the impacted Service Levels, as applicable, will be calculated as if failure to meet such Service Level, did not occur due to the IMH Support Issue. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission. SMRH:484510755.9 Exhibit 3.6-11 AMENDED AND RESTATED SERVICES AGREEMENT between IHC Health Services, Inc. and R1 RCM Inc. EXHIBITS 3.7-A, 3.7-B and 3.7-C Exhibit 3.7-A IMH Facility List IMH Facility List o IMH Facilities § Alta View Hospital § American Fork Hospital § Intermountain Medical Center § Orem Community Hospital § Riverton Hospital § TOSH - The Orthopedic Specialty Hospital § Utah Valley Hospital § Bear River Valley Hospital § Cassia Regional Hospital § Xxxxx Regional Hospital § XxX...
Sample 1
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Windfall Situations. 6.1 In the event that IMH’s IT Environment experiences any outage or other support issue that materially affects the Actual Result or Balanced Score for any Metric (“IMH Support Issue”), the Parties shall promptly work to resolve the IMH Support Issue. Until such time that the IMH Support Issue is resolved or a reasonable work around is implemented that eliminates the practical adverse effect of the IMH Support Issue on IMH and R1, the impacted Actual Result or Balanced Score for any such Metric will be calculated as if the IMH Support Issue did not occur, and IMH will pay Incentive Fees to R1 according to the revised calculations if payment is due based on the revised score. [**] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
Sample 1

Related to Windfall Situations

  • Special Situations The parties recognize that under certain circumstances a Change in Control may occur under conditions which make it inappropriate for Employee to receive the termination benefits or protection set forth in this Agreement. Therefore, in the event that a Change in Control occurs for any one of the following reasons, the provisions of Sections 2, 6 and 9 shall not apply:

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • Commercial Opportunities 1. The airlines of each Party shall have the right to establish offices in the territory of the other Party for the promotion and sale of air transportation.

  • Emergency Situations If the condition is an emergency, this will be communicated to the Contractor with the request that corrections are to be accomplished immediately. The Contractor shall respond to the notice in emergency situations within twenty-four hours. If the Contractor fails to respond within this time limit, the Owner may correct the defect and charge the Contractor for the Work. If it is determined the complaint is not the responsibility of the Contractor, the Contractor shall be promptly paid for the cost of the corrective work. The Contractor shall give notice in writing to the Owner when corrections have been completed.

  • Virus Management Transfer Agent shall maintain a malware protection program designed to deter malware infections, detect the presence of malware within the Transfer Agent environment.

  • Business Partners Red Hat has entered into agreements with other organizations (“Business Partners”) to promote, market and support certain Software and Services. When Client purchases Software and Services through a Business Partner, Red Hat confirms that it is responsible for providing the Software and Services to Client under the terms of this Agreement. Red Hat is not responsible for (a) the actions of Business Partners, (b) any additional obligations Business Partners have to Client, or (c) any products or services that Business Partners supply to Client under any separate agreements between a Business Partner and Client.

  • Vulnerability Management BNY Mellon will maintain a documented process to identify and remediate security vulnerabilities affecting its systems used to provide the services. BNY Mellon will classify security vulnerabilities using industry recognized standards and conduct continuous monitoring and testing of its networks, hardware and software including regular penetration testing and ethical hack assessments. BNY Mellon will remediate identified security vulnerabilities in accordance with its process.

  • Traffic Management The Customer will not utilize the Services in a manner which, in the view of the Centre Operator, significantly distorts traffic balance on the Centre Operator’s circuits which are shared with other users. If, in the reasonable view of the Centre Operator, the Customer’s traffic patterns cause or may cause such distortion, the Customer should have a dedicated circuit capability. If the Customer declines to do so then the Centre Operator may suspend the Services while the matter is being resolved. If there is no resolution within 5 business days then either party may terminate the Agreement.

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Infrastructure (a) The Borrower has and will maintain a sufficient infrastructure to conduct its business as presently conducted and as contemplated to be conducted following its execution of this Agreement.

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