|
HMA TPA Agreement Page 16 4/22
<br />
<br />18. Miscellaneous.
<br />(a) Entire Agreement. This document is the entire, final and complete Agreement
<br />and understanding of the parties regarding the subject matter hereof and
<br />supersedes and replaces all written and oral agreements and understandings
<br />heretofore made or existing by and between the parties or their representatives
<br />with respect thereto.
<br />(b) Severability. In the event any one or more of the terms, conditions or provisions
<br />contained in the Agreement or any application thereof shall be declared invalid,
<br />illegal or unenforceable in any respect by any court of competent jurisdiction, the
<br />validity, legality or enforceability of the remaining terms, conditions or provisions
<br />of this Agreement and any other application thereof shall not in any way be
<br />affected or impaired thereby, and this Agreement shall be construed as if such
<br />invalid, illegal or unenforceable provisions were not contained herein.
<br />(c) Restriction on Assignment. Except as provided in section 3(c), neither party
<br />shall assign or transfer any of its rights or delegate any of its duties or obligations
<br />hereunder, directly or indirectly, without the prior written consent of the other
<br />party; provided, however, that either party may, upon 60 days written notice to the
<br />other party, assign this Agreement in its entirety to any person or entity, other than
<br />a direct competitor of the other party, which acquires the business of the assigning
<br />party or with which the party merges or is consolidated or affiliated, provided that
<br />the permitted assignee agrees in writing to be bound by the terms of this
<br />Agreement. Any attempted assignment, transfer or delegation in violation of this
<br />Paragraph 18(c) shall be null and void.
<br />(d) Notices. All notices, requests, demands and other communications required or
<br />permitted to be given or made under the Agreement shall be in writing and shall
<br />be deemed delivered, if by personal delivery, on the date of personal delivery, if
<br />transmitted and confirmed by electronic mail or facsimile transmission, on the date
<br />of the transmission, if by U.S. certified or registered mail, postage prepaid, on the
<br />third business day following the date of deposit in the United States mail, or, if by
<br />nationally recognized overnight courier services, on the first business day following
<br />the date of delivery to such service, and shall be sent to Plan Sponsor or HMA, as
<br />the case may be, at the address shown on the first page of this Agreement, or to
<br />such other address, person or entity as either party shall designate by notice to
<br />the other in accordance herewith.
<br />(e) Binding Effect. This Agreement shall be binding upon, inure to the benefit of,
<br />and be enforceable by, the parties hereto and their respective successors and
<br />permitted assigns.
<br />(f) No Third Party Beneficiaries. Nothing in this Agreement, express or implied,
<br />is intended to confer on any person, other than the parties hereto, any right or
<br />remedy of any nature whatsoever, and nothing in this Agreement shall create, or
<br />be deemed to create, any rights, obligations or legal relationship between HMA
<br />and any Participant in the Plan.
<br />(g) Fines and Penalties. In the event that Plan Sponsor fails to provide any of the
<br />data specified in Article 6 of this Agreement, Plan Sponsor Requirements, and
<br />said failure results in a fine or penalty, the full amount of the fine or penalty shall
<br />be passed through to Plan Sponsor for payment.
|