Debarment from Federal Contracts and Termination Sample Clauses

Debarment from Federal Contracts and Termination. Contractor represents and warrants that except to the extent approved in writing by YHI under Section 23.k, during the Term, neither Contractor nor any of Contractor’s owners and officers, or those employees, agents, contractors, or subcontractors providing Services have been convicted of any criminal offense or found culpable in any civil action of a tort involving violence, dishonesty or wrongfully taking any property, or listed by any state or federal agency as debarred, suspended or excluded from providing services to any agency or from eligibility for any government program, contract or other matter. Contractor represents that on the Effective Date there are no notices, claims, demand or proceedings pending or threatened that could cause a breach of the preceding sentence, and agrees that it will promptly notify YHI in writing if (i) any such notice, claim, demand or proceeding is issued or commenced that could cause a breach of the preceding sentence, or (ii) there is any breach of the preceding sentence. The Contractor represents and warrants that no elected or appointed officer or other employee of the federal government, the State of Idaho or YHI will benefit financially or materially from this Agreement, and no individual employed by YHI or the State of Idaho will be permitted any share or part of this Agreement or any benefit that might arise therefrom. /Signature Page Follows/ INDEPENDENT CONTRACTOR AGREEMENT SIGNATURE PAGE IDAHO HEALTH INSURANCE EXCHANGE By: By: Its: Its: Date: Date: By: Its: Date: By: Its: Date: EXHIBITS AND APPENDIXES Exhibit 1 Insurance Exhibit 2 Federal Contract Clauses Appendix A Privacy and Security Standards and Implementation Specifications for Non-Exchange Entities Appendix B Definitions to Non-Exchange Entity Agreement EXHIBIT 1 INSURANCE Required Coverage. For the Duration and for a period of 3 years thereafter, Contractor will procure and maintain, at its sole cost and expense, at least the following types and amounts of insurance coverage: • Commercial general liability with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate, including bodily injury and property damage and products and completed operations and advertising liability. The commercial general liability coverage will also: - Include contractual liability coverage insuring the activities of Contractor under this Agreement, including without limitation Contractor's indemnification obligations provided in this Agreement; • Worke...
Sample 1Sample 2Sample 3See All (14)
AutoNDA by SimpleDocs
Debarment from Federal Contracts and Termination. Contractor represents and warrants that except to the extent approved in writing by YHI under Section 23.k, during the Term, neither Contractor nor any of Contractor’s owners and officers, or those employees, agents, contractors, or subcontractors providing Services have been convicted of any criminal offense or found culpable in any civil action of a tort involving violence, dishonesty or wrongfully taking any property, or listed by any state or federal agency as debarred, suspended or excluded from providing services to any agency or from eligibility for any government program, contract or other matter. Contractor represents that on the Effective Date there are no notices, claims, demand or proceedings pending or threatened that could cause a breach of the preceding sentence, and agrees that it will promptly notify YHI in writing if (i) any such notice, claim, demand or proceeding is issued or commenced that could cause a breach of the preceding sentence, or
Sample 1Sample 2Sample 3See All (6)
Debarment from Federal Contracts and Termination. (a) Supplier represents, warrants and covenants that: (i) Supplier and its Affiliates and Subcontractor(s), and its or their employees, agents or representatives, are not subject to any active administrative agreement pertaining to its eligibility for the award of government contracts; (ii) Supplier and its Affiliates and Subcontractor(s), and its or their employees, agents or representatives, have not had any communications with any suspending or debarring official of any governmental entity regarding its eligibility for the award of government contracts; (iii) neither Supplier nor its Affiliates and Subcontractor(s), and its or their employees, agents or representatives, have been debarred, suspended, or similarly disqualified from participation in the award of contracts with the United States Government or any other governmental entity; nor (iv) are there facts or circumstances that would warrant the institution of suspension, debarment, or other disqualification proceedings or the finding of non-responsibility or ineligibility as defined by 48 C.F.R. 2.101, on the part of Supplier or any Affiliate or Subcontractor(s), and its or their employees, agents or representatives.
Sample 1

Related to Debarment from Federal Contracts and Termination

  • Effect on Employment Agreement Except as specifically amended in the manner and to the extent provided in Section 1 above, the Employment Agreement shall remain unchanged and the Employment Agreement shall continue, as and to the extent amended by this Amendment, in full force and effect.

  • Compensation; Employment Agreements; Etc Enter into or amend or renew any employment, consulting, severance or similar agreements or arrangements with any of its directors, officers or employees or those of its subsidiaries or grant any salary or wage increase or increase any employee benefit (including incentive or bonus payments), except (1) for normal individual increases in compensation to employees (other than executive officers or directors) in the ordinary course of business consistent with past practice, (2) for other changes that are required by applicable law and (3) to satisfy Previously Disclosed contractual obligations.

  • Labor Agreements and Actions; Employee Compensation (a) Neither the Company nor the Subsidiary is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union other than those provisions of general agreements between the Federation of Labor Unions (the “Histadrut”) and the Coordination Bureau of Economic Organizations which may be applicable to certain classes of employees by virtue of extension orders, and no labor union has requested or has sought to represent any of the employees, representatives or agents of the Company or the Subsidiary. There is no strike or other labor dispute involving the Company or the Subsidiary pending, or to the best knowledge of the Company, that is likely to have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving the Company or the Subsidiary. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company or the Subsidiary, nor does the Company or the Subsidiary have a present intention to terminate the employment of any of the foregoing. Schedule 2.24 sets forth the names of each of the Company’s and the Subsidiary’s employees and consultants. The Company and the Subsidiary are or at the Closing will be a party to an employment agreement with each employee of the Company and the Subsidiary, as applicable. The employment of each officer and employee of the Company or the Subsidiary is terminable at the will of the Company or the Subsidiary, subject to the payment of severance and other payments as provided by law and/or pursuant to any applicable employment agreements. The Company and the Subsidiary have complied in all material respects with all applicable laws related to employment. Except as set forth in Schedule 2.24(a) below, the Company and the Subsidiary are not parties to or bound by any currently effective employment deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, or other employee compensation agreement. Schedule 2.24(a) contains a list of all written and material oral promises, agreements, arrangements and understandings, with officers, directors, employees and consultants (other than attorneys and accountants) of the Company and the Subsidiary, which are presently in effect, detailing the name, title or position, annual salary/compensation (including bonuses, commissions, and deferred compensation), pensions (including those required by all applicable laws), retirement benefits, company cars, profit sharing, and any interests in any incentive compensation plan. A copy of the written (and a summary description of any material oral) agreements described in this Section 2.24 was delivered to Wellington prior to the date hereof. The severance pay to the employees of the Company and the Subsidiary is fully funded or provided for in the Financial Statements in accordance with US generally accepted accounting principals. All liabilities of the Company in connection with its employees (excluding illness pay and advance notice of termination) were adequately accrued in the Financial Statements and the Company is not aware of any circumstance whereby any employee might demand any claim for compensation on termination of employment beyond the amount of statutory or contractual severance pay to which such employee may be entitled. All obligations of the Company and the Subsidiary with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds.

  • Effect on Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

  • Termination of 401(k) Plan The Company agrees to terminate its 401(k) plan immediately prior to the Closing, unless Parent, in its sole and absolute discretion, agrees to sponsor and maintain such plan by providing the Company with notice of such election at least five days before the Effective Time.

  • Certain Employee Matters (a) Seller and the Acquired Companies shall take such action as is necessary such that the Acquired Companies shall, as of the Closing Date, cease being “participating employers” and shall cease any co-sponsorship and participation in each Seller Plan that is jointly adopted, sponsored or maintained by Seller and an Acquired Company. Except as otherwise expressly provided in this Section 4.6, the Acquired Companies shall have no further liability and Seller shall retain all liabilities with respect to claims incurred under any such Seller Plan prior to the Closing Date, whether such claims are made prior to, on or after the Closing Date. For this purpose claims under any medical, dental, vision, or prescription drug plan, generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made; provided, however, that with respect to claims relating to hospitalization the claim will be deemed to be incurred on the first day of such hospitalization and not on the date that such services are performed. Claims for disability under any long or short term disability plan shall be incurred on the date the employee or former employee is first absent from work because of the condition giving rise to such disability and not when the employee or former employee is determined to be eligible for benefits under the applicable Seller Plan. Notwithstanding anything to the contrary herein, Seller shall retain all liabilities under all Seller Plans, except as otherwise expressly provided in Section 4.6. For the avoidance of doubt, Seller shall retain all liabilities with respect to equity or equity-based awards under any Plan. Seller shall provide any continuation coverage required under Section 4980B of the Code, Part 6 of Title I of ERISA or applicable state Law (“COBRA”) to each “qualified beneficiary” as that term is defined in COBRA whose first “qualifying event” (as defined in COBRA) occurs on or prior to the Closing Date. The Acquired Companies shall retain responsibility for all accrued but unused vacation pay for each of their respective Acquired Company Employees (other than any Bank Channel Employees who become Acquired Company Employees). As soon as practicable, but in any event within five (5) Business Days following the Closing Date, Seller shall provide Buyer with a list setting forth, with respect to each Acquired Company Employee (other than any Bank Channel Employee who becomes an Acquired Company Employee) the number of days of accrued but unused vacation as of the Closing Date.

  • Termination of Benefit Plans Effective as of the day immediately preceding the Closing Date, the Company shall terminate all Company Employee Plans that are “employee benefit plans” subject to ERISA including any Company Employee Plans intended to include a Code Section 401(k) arrangement (unless Buyer provides written notice to the Company no later than three Business Days prior to the Closing Date that such 401(k) plans shall not be terminated). Unless Buyer provides such written notice to the Company, no later than three Business Days prior to the Closing Date, the Company shall provide Buyer with evidence that such Company Employee Plan(s) have been terminated (effective no later than the day immediately preceding the Closing Date) pursuant to resolutions of the Company Board. The form and substance of such resolutions shall be subject to review and approval of Buyer. The Company also shall take such other actions in furtherance of terminating such Company Employee Plan(s) as Buyer may reasonably require. In the event that termination of the Company’s 401(k) Plan would reasonably be anticipated to trigger liquidation charges, surrender charges or other fees then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate in writing to Buyer no later than ten Business Days prior to the Closing Date.

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