Laserfiche WebLink
Metadata
Document management portal powered by Laserfiche WebLink 9 © 1998-2015 Laserfiche. All rights reserved.
DocuSign Envelope ID: 29EAB906-1936-4BAB-83BE-97C974F00293 <br />4.13 Past Due Accounts. With the exception of amounts subject to good faith dispute by Sponsor, <br />past due amounts will be subject to the applicable state default interest rate. <br />4.14 Intermedia!y Status. To the extent required under applicable law pertaining to third party <br />administrators: (a) payments received by EDH on behalf of Sponsor from Providers, vendors of Travel Services, <br />meeting the Plan requirements mutually agreed by the Parties in writing, Participants, or other parties shall be <br />deemed to have been received by Sponsor, and (b) EDH's payment of any amounts on behalf of Sponsor to <br />Providers, vendors of Travel Services, meeting the Plan requirements mutually agreed by the Parties in writing, <br />Participants, or other parties shall not be deemed payment to said parties until payments are received bythose <br />parties. <br />ARTICLE S. <br />TERM AND TERMINATION <br />5.1 Term. This Agreement shall commence as of the Effective Date and shall remain in effect for <br />four (4) years (the "Initial Term"). Following the Initial Term, this Agreement may be renewed at the sole <br />option of Sponsor for one (1) two-year period (if elected by Sponsor, the "Renewal Term") by providing EDH <br />written notification of such renewal to EDH not less than sixty (60) days prior to the end of the Initial Term. <br />The Initial Term and Renewal Term, if applicable, shall be collectively referred to herein as the "Term". <br />5.2 Termination. <br />(a) Termination for Convenience. This Agreement maybe terminated by Sponsor for any <br />reason, or no reason whatsoever, upon advance written notice of termination from Sponsorto EDH, as follows: <br />(i) if notice of termination is made prior to the second anniversary of the Effective Date: (A) termination shall <br />not be effective until 180 days following such notice to EDH and (B) such notice of termination shall <br />immediately constitute a full and final waiver by Sponsor of any past, present, or future obligation of EDH <br />arising from Section 4.4, thus fully discharging and releasing EDH from such obligations; and (ii) if notice of <br />termination is made after the second anniversary of the Effective Date: (A) termination shall not be effective <br />until 90 days following such notice to EDH, and (B) such notice of termination shall reduce EDH's payment <br />obligation, if any, pursuant to Section 4.4(b) (i.e., EDH shall only be obligated to make payment pursuant to <br />Section 4.4(b) if the calculation of EDH Savings set forth in Section 4.4(a) shows the EDH Savings to be less than <br />the amount of the Total Network Use Fee, and the amount of any such payment, if applicable, shall be equal <br />to the difference between the Total Network Use Fee and the EDH Savings). Notwithstanding anything herein <br />to the contrary, Sponsor shall not be permitted to give notice of termination or terminate this Agreement <br />pursuant to this Section 5.2(a) prior to the first anniversary of the Effective Date. <br />(b) Termination for Cause. Either Party may terminate this Agreement for cause upon <br />written notice to the other Party specifying the nature of such cause for termination. For purposes of this <br />Agreement, "cause" shall be construed to mean: (i) a material misrepresentation made by one Party to the <br />other Party relating to this Agreement; or (ii) a material breach of an provision, term, or obligation by either <br />Party set forth in this Agreement that is not cured within thirty (30) days of written notice of such breach or, If <br />such cure cannot be reasonably achieved during such thirty (30) day period, reasonable steps to cure are not <br />undertaken and diligently and continuously pursued. For the avoidance of doubt, the Parties must fulfill all <br />lawful obligations with respect to the administration of services pursuant to this Agreement during any period <br />of ongoing cure. <br />(c) Termination for Insolvency. This Agreement shall terminate, without notice: (i) upon <br />the institution by or against either Party of insolvency, receivership, or bankruptcy proceedings or any other <br />proceedings for the settlement of either Party's debts; (ii) upon either Party making an assignment for the <br />benefit of creditors; or (iii) upon either Party's dissolution or ceasing to do business. <br />-12- <br />