Provider Entities definition
Examples of Provider Entities in a sentence
Recipient shall provide the Provider Entities, Designated Subcontractors and any other Person reasonably designated by Provider (subject to Provider having provided reasonable advance notice of any such other Person to Recipient) with such reasonable cooperation and assistance as may be requested by Provider to enable the Provider Entities and Designated Subcontractors to provide the Services.
The Provider Entities may substitute personnel providing Services from time to time in their sole, reasonable discretion, subject to using commercially reasonable efforts to maintain continuity of personnel providing Services.
Provider agrees that it will, and that it will cause the other Provider Entities performing services to, grant the auditors or Recipient Regulators who are designated to conduct the applicable audit with reasonable access consistent with access that would be granted by the Provider Entities in connection with an audit of their own business operations.
Other than the express warranties set forth in this agreement, the Services are provided “as is”, and the Provider Entities and designated subcontractors make no warranties, whether express, implied or statutory, including any warranty of merchantability or fitness for a particular purpose or with respect to quality, performance, accuracy or reliability of results thereof.
It is acknowledged and understood that personnel providing Services may not provide Services on a full-time basis, and may provide similar or other services or functions for Provider Entities or other Persons.
Provider shall be solely responsible for the control and supervision of the activities of personnel of the Provider Entities and for determining the precise manner and means by which such activities are conducted.
Provider shall cause the other Provider Entities performing Services to maintain all records pertaining to the Services in compliance with the rules and regulations of Governmental Authorities with jurisdiction over the activities of Recipient (each, a “Recipient Regulator”) for the longer of (a) a period of three (3) calendar years and (b) any period required by Applicable Law.
It shall not institute against, or join any other Person in instituting against any of the Provider Entities, as applicable, or any affiliate thereof, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any bankruptcy or similar law, for one year and a day after the termination of all Qualified Investment Agreements.
The Rating Agencies directly related to the transactions contemplated hereby shall be paid by the Provider Entities.
For the purpose of this Exhibit, Provider and Provider Entities are First Tier Entities of Oscar.