CONTRACTS WITH AFFILIATES AND OTHERS FOR ANCILLARY SERVICES Sample Clauses

CONTRACTS WITH AFFILIATES AND OTHERS FOR ANCILLARY SERVICES. Emeritus acknowledges and agrees that the residents of the Facility require certain ancillary services such as physical, occupational. speech and respiratory therapy, medical supplies and pharmaceutical goods and services (collectively, the "Ancillary Services") and that certain of Manager's affiliates are in the business of providing Ancillary Services to long term care facilities. Emeritus hereby authorizes Manager, in the course of its operation of the Facility, to contact on Emeritus' behalf and in Emeritus' name with such affiliates or with any other party for the provision of Ancillary Services provided, however, that any such contact shall provide that it is terminable on no more than thirty (30) days notice without penalty or premium. Emeritus represents that it is, as of the date hereof, a party to the contracts for the provision of Ancillary Services at the Facility which are described in Exhibit B, and that from and after the date hereof and throughout the term of this Agreement, it shall not enter into any other contracts for the provision of Ancillary Services at the Facility. Manager shall ensure that the execution of such Ancillary Services agreements does not constitute or create a default under any pre-existing contracts which relate to such services entered into by Emeritus with other third party provides; provided, however, that with respect to contracts for the provision of pharmaceutical services, respiratory therapy services and medical supplies, Manager shall not be in breach of this Paragraph VIII(d), in the event it enters into contracts (which otherwise comply with the terms of this Paragraph VIII(d)) for such Ancillary Services at any time on or after February 1, 1998 even if the execution of such contracts would give rise to a breach under any existing agreements for such services to which Emeritus or the Facility may be a party; and provided, further, that in the event of any such breath, Emeritus shall indemnify, defend and hold harmless Manager from and against any and all losses, costs, damages and expenses, including, but not limited to, reasonable attorneys fees, which Manager may incur as a result thereof. Manager shall further ensure, in the case of any contract for Ancillary Services with an affiliate of Manager that the costs charged do not exceed those which would be charged to Emeritus by an unrelated third party in an arms length transaction.
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CONTRACTS WITH AFFILIATES AND OTHERS FOR ANCILLARY SERVICES. RCA acknowledges and agrees that the residents of the Facility require certain ancillary services such as physical, occupational, speech and respiratory therapy and pharmaceutical goods and services (collectively, the "Ancillary Services") and that certain of Sun's affiliates are in the business of providing Ancillary Services to long term care facilities. RCA hereby authorizes Sun, in the course of its operation of the Facilities, to contract on RCA's behalf and in RCA's name with such affiliates or with any other party for the provision of Ancillary Services and RCA agrees that from and after the date hereof it shall not enter into any contracts for the provision of Ancillary Services during the term hereof. Sun shall ensure, in the case of any contract for Ancillary Services with an affiliate of Sun, that the costs charged do not exceed those which would be charged to RCA by an unrelated third party in an arms length transaction and that any such contract for pharmaceutical goods or services shall provide that the same may be terminated by RCA at any time on thirty (30) days notice in the event the Closing fails to occur as provided in the Merger Agreement.
Sample 1

Related to CONTRACTS WITH AFFILIATES AND OTHERS FOR ANCILLARY SERVICES

  • Contracts with Affiliates (a) (i) The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.

  • Relationships with Affiliates The Series may enter into any agreement or contract with the Manager, any Affiliate of the Manager, any other series, any Member, any Affiliate of a Member or any agent of the Manager or the Series without the prior approval of any Member, provided that the agreement or contract must be substantially on terms as would be contained in a similar agreement or contract entered into by the Series as the result of arm’s-length negotiations from a comparable unaffiliated and disinterested third party. Each Member acknowledges that each relationship among the Series, the Manager and/or any Affiliate thereof that is described in any Company budget or other document satisfies the requirements of this Section 4.9.

  • INVESTMENT MANAGEMENT AND OTHER SERVICES (1) The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund's investment objectives and policies, which securities in the Investment Manager's discretion shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to prepare and make available to the Fund all necessary research and statistical data in connection therewith; to furnish all other services of whatever nature required in connection with the management of the Fund as provided under this Agreement; and to pay such expenses as may be provided for in Part Three; subject always to the direction and control of the Board of Directors (the "Board") and the authorized officers of the Fund. The Investment Manager agrees to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned and to maintain adequate oversight over any service providers including subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Manager's performance under this Agreement. The Fund agrees that the Investment Manager may subcontract for certain of the services described under this Agreement with the understanding that there shall be no diminution in the quality or level of services and also with the understanding, that the Investment Manager shall obtain such approval from the Fund's Board and/or its shareholders as is required by law, rules and regulations promulgated thereunder, terms of the Agreement, resolutions of the Board and commitments of the Investment Manager.

  • Agreements with Other Service Providers Each Fund hereby appoints FSSC as the Fund’s agent to enter into agreements with financial intermediaries that are not registered as broker/dealers under the 1934 Act (each an “Unregistered Intermediary”) to provide Services to their customers that are Shareholders of the Fund. Each Fund agrees to pay Service Fees at an annual rate as set forth in Schedule 1 to this Agreement of up to 0.25% of the average net assets held in Fund accounts for which an Unregistered Intermediary has agreed to provide Services. Any such accounts shall not be treated as FSSC Accounts for purposes of this Agreement.

  • Agreements with Affiliates Except for agreements or arrangements with Affiliates wherein the Borrower or one or more of the Restricted Subsidiaries provides services to such Affiliates for fair consideration and which are set forth on Schedule 9 attached hereto, neither the Borrower nor any of the Restricted Subsidiaries has (i) any agreements or arrangements of any kind with any Affiliate or (ii) any management or consulting agreements of any kind with any Affiliate.

  • Burdensome Contracts With Affiliates The Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or business arrangement with any of its Affiliates on terms and conditions which are less favorable to the Borrower or such Subsidiary than would be usual and customary in similar contracts, agreements or business arrangements between Persons not affiliated with each other.

  • Customer and Other Business Relationships After the Closing, Seller will cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the business to be operated by Buyer after the Closing, including relationships with lessors, employees, regulatory authorities, licensors, customers, suppliers and others, and Seller will satisfy the Retained Liabilities in a manner that is not detrimental to any of such relationships. Seller will refer to Buyer all inquiries relating to such business. Neither Seller nor any of its officers, employees, agents or shareholders shall take any action that would tend to diminish the value of the Assets after the Closing or that would interfere with the business of Buyer to be engaged in after the Closing, including disparaging the name or business of Buyer.

  • Utilities and Other Services Tenant shall be liable for and shall pay directly all charges, fees and amounts (together with any applicable penalties, late charges, taxes or assessments thereon) when due for water, gas, electricity, air conditioning, heat, septic, sewer, refuse collection, telephone and any other utility charges or similar items in connection with the use or occupancy of the Leased Property. Landlord shall not be responsible or liable in any way whatsoever for the quality, quantity, impairment, interruption, stoppage, or other interference with any utility service, including, without limitation, water, air conditioning, heat, gas, electric current for light and power, telephone, or any other utility service provided to or serving the Leased Property or any damage or injury caused thereby. No such interruption, termination or cessation of utility services shall relieve Tenant of its duties and obligations pursuant to this Lease, including, without limitation, its obligation to pay all Rent as and when the same shall be due hereunder.

  • Banking Services and Swap Agreements Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements with, any Loan Party or any Subsidiary or Affiliate of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary or Affiliate thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In furtherance of that requirement, each such Lender or Affiliate thereof shall furnish the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative Agent shall be used in determining which tier of the waterfall, contained in Section 2.18(b), such Banking Services Obligations and/or Swap Agreement Obligations will be placed.

  • Certain Business Relationships With Affiliates No Affiliate of the Parent or of any of its Subsidiaries (a) owns any property or right, tangible or intangible, which is used in the business of the Parent or any of its Subsidiaries, (b) has any claim or cause of action against the Parent or any of its Subsidiaries, or (c) owes any money to, or is owed any money by, the Parent or any of its Subsidiaries. Section 3.26 of the Parent Disclosure Schedule describes any transactions involving the receipt or payment in excess of $1,000 in any fiscal year between the Parent or any of its Subsidiaries and any Affiliate thereof which have occurred or existed since the beginning of the time period covered by the Parent Financial Statements.

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