XVIII Clause Samples

XVIII. If for any reason this Agreement is invalid as to any Indemnitor, or if any Indemnitor's liability under this Agreement is terminated, the remaining Indemnitors shall nevertheless be liable for the full amount of liability, losses and expenses which the Surety may sustain or incur.

XVIII. Each Guarantor hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state law. To effectuate the foregoing intention, each Guarantor hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws, and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

XVIII. Research and Publication 25 XVII. Right to Work and Minimum Wage Laws 23 XVIII.XIX.Severability 26 XIX.XX. Status of Contractor 26 XX.XXI. Term 27 XXI.XXII. Termination 27 XXII.XXIII.Third Party Beneficiary 29 XXV. The Regents 29 XXIII.XXIV.Waiver of Default or Breach 29 Signature Page 30 EXHIBIT A PAGE I. Assurances 1 II. Cultural Competency 2 I.III. Definitions 2 II.IV. Interruption of Services 3 III.V. Issue Resolution 3 ▇▇.▇▇. Medical Records 4 V.VII. Payments 4 VI.VIII. Reports 6 VII.IX. Services 6 // // // // // // // // // // // // // // // // // // // // // // // // // // Term: July 1, 20142017 through June 30, 2017 Period One means the period from July 1, 20142 Period Two means the period from July 1, 2015 through June 30, 2015 through June 30, 2016 Period Three means the period from July 1, 2016 through June 30, 2017 Basis for Reimbursement: Negotiated Rate and Fee-for-Service Payment Method: Fee-for-ServiceIn Arrears CONTRACTOR TAX ID Number: ▇▇-▇▇▇▇▇▇▇ COUNTY: County of Orange Health Care Agency Contract Development and ManagementServices ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ CONTRACTOR: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Vice President, Contracting and Network Development UC Irvine HealthcareHealth ▇▇▇ ▇▇▇▇ ▇▇▇▇. ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, Director, Health Services Contracting // // // //

XVIII. Policy Periods of Other Than 12 Month Multiples. . . . . . . . 11 XIX.

XVIII. The parties agree that in the event the Contractor defaults in its performance of this Agreement or in the event that any money is paid by the Contractor's surety for the completion of this Contract, that the Contractor shall be disqualified from bidding on any future county construction projects for a period of two (2) years. The County may cancel this Agreement at any time based upon a decision by the Buchanan County Board of Supervisors that such cancellation is in the best interest of the County. Any such decision shall be a discretionary decision of the Board. In the event of a cancellation pursuant to this paragraph, then the County shall not be liable to the Contractor for his bidding cost or for any amount other than the fair market value of the construction work completed by the Contractor pursuant to this Contract as of the time of the cancellation. This Agreement shall be construed in accordance with the laws of the Commonwealth of Virginia. The parties agree that the Circuit Court for Buchanan County shall be the proper venue for any litigation hereunder whether or not such alleged breach involves Federal law or jurisdiction. If any provisions of this Agreement shall be deemed by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall nevertheless remain in full force and effect.

XVIII. CONFIDENTIALITY Each of the Company and Buyer agrees to keep confidential and not to disclose to or use for the benefit of any third party the terms of this Agreement or any other information which at any time is communicated by the other party as being confidential without the prior written approval of the other party; provide, however, that this provision shall not apply to information which, at the time of disclosure, is already part of the public domain (except by breach of this Agreement) or information which is required to be disclosed by law (including, without limitation, pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act and the Exchange Act). XIX. ASSIGNMENT This Agreement shall not be assignable by either of the parties hereto prior to the Closing without the prior written consent of the other party, and any attempted assignment contrary to the provisions hereby shall be null and void; provided, however, that Buyer may assign its rights and obligations hereunder, in whole or in part, to any affiliate of Buyer.

XVIII. Loans to Participants, Beneficiaries and Parties-in-Interest............ 64 XIX.

XVIII. December 5-9, 2016 – Atlantic Beach, NC – Draft ALL MATERIALS, EXPERIMENTAL FISHING PERMITS, & PRESENTATIONS TO BE PRESENTED TO THE COUNCIL MUST BE RECEIVED BY COUNCIL STAFF PRIOR TO THE BRIEFING BOOK DEADLINE (11/14/16 @ NOON).

XVIII. NoticesNOTICES