Directed Payments. General Requirement All directed payments set forth in this Contract pursuant to 42 CFR 438.6(c)(1)(i)-
Directed Payments. If a party which is entitled to a payment under this Purchase Agreement provides the other party five days' advance written designation of a bank and account number into which the payee wishes payment to be made, then the payor will make such payment by wire transfer (in immediately available funds) to the designated account of the payee.
Directed Payments. The CONTRACTOR shall comply with Directed Payments established by HCA and approved by CMS. All assurances specified in 42 C.F.R. § 438.6(c)(2)(ii)-(iii) applicable to the type of Directed Payment, as defined in 42 C.F.R. § 438.6(c)(1)(i)-(iii), and made by HCA part of the approval process for Directed Payments are restated and reaffirmed. HCA shall communicate the requirements of the Directed Payment to the CONTRACTOR through a Letter of Direction. The Directed Payments listed in Attachment 10: Directed Payments are required of the CONTRACTOR, subject to annual approval by CMS unless otherwise specified. Non-Risk Arrangements The CONTRACTOR shall comply with non-risk arrangements established by HCA and approved by CMS. HCA shall communicate the requirements of the non-risk arrangement to the CONTRACTOR through a Letter of Direction. The non-risk arrangements comply with the upper payment limits specified in 42 C.F.R. § 447.362. The non-risk arrangements listed in Attachment 11: Non-Risk Arrangements are required of the CONTRACTOR. Provider Services Provider Handbook The CONTRACTOR shall issue a provider handbook to all Contract Providers. The CONTRACTOR may distribute the Provider handbook electronically (e.g., via its website) as long as Providers are notified about how to obtain the electronic copy and how to request a hard copy at no charge to the Provider. At a minimum, the Provider handbook shall include the following information: A table of contents; Description of Turquoise Care, including eligibility, enrollment, and Member assessment information; Information about CISC Members and the CISC CONTRACTOR; Covered Services; Description of the role of care coordinators; Cultural competency and cultural humility; How the Provider can access language interpretation and specialized communication services; Description of the SDCB and the Agency-Based Community Benefit; Emergency Services responsibilities; Information on Member Grievance and Appeal rights and processes, including Fair Hearings; Policies and procedures of the provider complaint system; Medically Necessary Service standards and clinical practice guidelines; PCP responsibilities; Member lock in standards and requirements; The CONTRACTOR’s Fraud and Abuse policies and procedures, including how to report suspected Fraud and/or Abuse; Coordination with other Providers, Major Subcontractors, or HCA contractors; Requirements regarding background checks; Information on identifying and reporting suspe...
Directed Payments. 5 (B) Other Payments ........................................................ 5
Directed Payments. If required by the Department, Health Plan shall make additional, utilization- based directed payments to qualifying Providers in the frequency and amount directed by the Department where Health Plan is reimbursed for such by Department, and where permitted in 42 CFR § 438.6(c)(1)(iii)(B).
Directed Payments. The Trustee shall make payments from the Trust Fund to such persons (including the Xxxxxxx XX, Xxxxxxx, and U.S. Bank (or any successor trustee under the Indenture)) in such form or manner and in such amounts as the Xxxxxxx XX may direct from time to time (or as Xxxxxxx or U.S. Bank (or any successor trustee under the Indenture) may direct upon making a determination in those specific situations identified under Section 1.4 of this Agreement.) Each payment direction from the Xxxxxxx XX to the Trustee shall be in writing or in such electronic form as previously agreed upon in writing by the Xxxxxxx XX and the Trustee and shall be deemed to include a certification made by the Xxxxxxx XX that any payment from the Trust Fund directed thereby is a direction that the Xxxxxxx XX is authorized to provide to the Trustee, that complies with the terms of the Plan and that is not contrary to any provision of law applicable to the Plan or the Trust Fund. With respect to the specific situations identified in Section 1.4 of this Agreement as being permitted directions for distribution of Trust Funds, any payment direction from Xxxxxxx to make a transfer of designated amounts from the Trust Fund following a determination by Xxxxxxx that any or all of the amounts held in the Trust Fund are or will not be required for payment of current or future retiree health benefit costs, or any direction from Xxxxxxx or any payment direction from Xxxxxxx or U.S. Bank (or any successor trustee under the Indenture) to make a transfer of designated amounts from the Trust Fund following a determination by U.S. Bank (or any successor trustee under the Indenture) that an Event of Default as defined under Article 8 of the Indenture has occurred, shall be in writing or in such electronic form as previously agreed upon in writing by the Xxxxxxx XX and the Trustee and shall be deemed to include a certification made by Xxxxxxx or the Xxxxxxx XX that any payment from the Trust Fund under these specific situations is a direction that Xxxxxxx or U.S. Bank (or any successor to the Indenture) is authorized to provide to the Trustee, that complies with the terms of the Plan and that is not contrary to any provisions of law applicable to the Plan or the Trust Fund. The Trustee shall have no duty or obligation to make any determination or inquiry with respect to any payment direction by Xxxxxxx or U.S. Bank (or any successor trustee under the Indenture) following a determination by Xxxxxxx or X.X.Xxxx (o...
Directed Payments. 10 f. Post-Closing Adjustment..................... 11 g. The Closing................................. 12 h. Deliveries at the Closing................... 12 i. Allocation.................................. 12 j. Proration................................... 12
Directed Payments. Sellers shall be responsible for the payment, performance or discharge of any and all Undischarged Liabilities, whether or not reflected on the Preliminary Closing Schedule. In the event the Preliminary Closing Schedule reflects Undischarged Liabilities, Buyer shall have the right to pay (a "Directed Payment") for and on behalf of Sellers any or all of such Undischarged Liabilities at the Closing. Any amounts used to make such Directed Payments shall be deducted from the Purchase Price as contemplated by Section 2(c) above. Further, after the Closing, Buyer shall have the right, but not the obligation, to pay Undischarged Liabilities (or any of them) that are not reflected on the Preliminary Closing Schedule. Any such payments shall be made through the disbursement of Escrow Funds pursuant to the Escrow Agreement.
Directed Payments. 42 5.12 Employment Agreements..........................................................................42
Directed Payments. [All exhibits and schedules are omitted from this Exhibit 2 pursuant to Regulation S-K Item 601(b)(2). Wendy's International, Inc. will furnish supplementally a copy of any omitted exhibit or schedule to the Commission upon request.] MERGER AGREEMENT This Merger Agreement (this "AGREEMENT"), dated as of May 30, 2002, is by and among (i) WENDY'S INTERNATIONAL, INC., an Ohio corporation ("PARENT"), (ii) FEI ACQUISITION CORP., a California corporation and a wholly-owned indirect subsidiary of Parent ("MERGER SUB") and, together with Parent, the "PARENT PARTIES"), (iii) FRESH ENTERPRISES, INC., a California corporation (the "COMPANY" and, together with the Parent Parties, collectively the "PARTIES" and individually, a "PARTY"), and (iv) those shareholders of the Company signatories hereto and those shareholders of the Company who become parties to this Agreement by executing a joinder agreement after the date hereof in the form attached hereto as EXHIBIT A.
