Commitment Contract Clauses (455)

Commitment. Executive will devote substantially all of his business time and best efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, as determined in the sole discretion of the Chief Executive Officer of the Company, to manage his passive personal... investments and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees that he shall only serve 1 on for-profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Chief Executive Officer of the Company. View More

Commitment. Executive will devote substantially all of his business time and best efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, as determined in the sole discretion of the Chief Executive Officer of the Company, to manage his passive personal... investments and to serve on corporate, civic, charitable and industry boards or committees. Notwithstanding the foregoing, Executive agrees that he shall only serve 1 on for-profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Chief Executive Officer of the Company. View More

Commitment. In connection with the foregoing: (a) Bank of America is pleased to provide its commitment to fund the full principal amount of the Incremental Term Facility; (b) if the Required Consent is not obtained, Bank of America is pleased to provide its commitment to fund the full principal amount of the Backstop Facilities; provided that if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consent is obtained,... the commitment under this clause (b) shall automatically terminate; and (c) MLPFS is pleased to advise you of its willingness, as sole lead arranger and sole bookrunner (in such capacities, the "Lead Arranger") for the Senior Credit Facilities to (i) use commercially reasonable efforts to solicit the Required Consent and (ii) form a syndicate of financial institutions and institutional investors for the Incremental Term Facility and, if the Required Consent is not obtained, the Backstop Facilities (such financial institutions and institutional investors, together with Bank of America and any existing lenders under the Existing Facility Agreement that consent to the Proposed Amendment, the "Lenders"). Bank of America will continue to act as sole Administrative Agent for the Senior Credit Facilities. The Senior Credit Facilities will include customary LIBOR transition and ERISA (lender and borrower) provisions. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the mutual consent of the Company and the Lead Arranger. If any additional arrangers or bookrunners are appointed in accordance with the preceding sentence (each an "Additional Arranger"), you agree (x) each such Additional Arranger (or an affiliate of such Additional Arranger) shall join this Commitment Letter pursuant to customary joinder documentation and the commitment of Bank of America to the Senior Credit Facilities shall be reduced by the amount of the commitment of such Additional Arranger, (y) you may allocate and pay in the aggregate up to (but not more than) 30% of the Underwriting Fee and Backstop Fee (each as defined in the Fee Letter (defined below)) to the Additional Arrangers and (z) MLPFS shall have "left side" designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Senior Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such role (this paragraph, the "Additional Arranger Paragraph"). As used herein, "syndication" of the Senior Credit Facilities includes the Lead Arranger using commercially reasonable efforts to arrange the Required Consent. View More

Commitment. During the Employment Period (as defined in Section 3 below), you must devote your full working time and attention to the Company. During the Employment Period, you must not engage in any employment, occupation, consulting or other similar activity without your Supervisor's prior written consent; provided, however, that you may (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational, charitable, or other non-profit organization,... (ii) serve on any for-profit entity board, with the prior written consent of your Supervisor, and (iii) subject to HMS Holdings' conflict of interest policies, make investments in other businesses and manage your and your family's personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance of your duties for the Company and do not otherwise violate this Agreement or any other written agreement between the Company and you. You will perform your services under this Agreement primarily at the Company's offices in Irving, TX or at such place or places as you and the Company may agree. You understand and agree that your employment will require travel from time to time in a manner consistent with Company policy. View More

Commitment. During the Employment Period (as defined in Section 3 below), you must devote your full working time and attention to the Company. During the Employment Period, you must not engage in any employment, occupation, consulting or other similar activity without your Supervisor's prior written consent; provided, however, that you may (i) serve in any capacity with any professional, community, industry, civic (including governmental boards), educational, charitable, or other non-profit organization,... (ii) serve on any for-profit entity board, with the prior written consent of your Supervisor, and (iii) subject to HMS Holdings' conflict of interest policies, make investments in other businesses and manage your and your family's personal investments and legal affairs; provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance of your duties for the Company and do not otherwise violate this Agreement or any other written agreement between the Company and you. You will perform your services under this Agreement primarily at the Company's offices in Irving, TX or at such place or places as you and the Company may agree. You understand and agree that your employment will require travel from time to time in a manner consistent with Company policy. View More

Commitment. In connection with the foregoing, (a) Royal Bank and BMO are pleased to advise you of their commitment to provide, on a several and not joint basis, 75% and 25%, respectively, of the principal amount of the Term B Loan Facility (in such capacity, together with any Additional Arranger appointed as described below, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) RBCCM and BMOCM are pleased to advise you of their willingness, and you hereby engage... RBCCM and BMOCM, to act as joint lead arrangers and joint bookrunning managers (in such capacities, together with any Additional Arranger appointed as described below, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) Royal Bank and RBCCM shall have "top left" placement in any listing of the Lead Arrangers and (y) Royal Bank shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent"). Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the funding of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). Except as set forth below, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter and the administrative agent fee letter between you and Royal Bank dated September 19, 2016 (the "Administrative Agent Fee Letter") referred to below) will be paid to any Lender in respect of the Term B Loan Facility unless you and we shall so agree; provided that you may, on or prior to the date which is 20 business days after the date of the Original Commitment Letter, appoint one additional joint bookrunner, arranger, agent, co-agent, manager or co-manager (the "Additional Arranger") for the Term B Loan Facility, and award such Additional Arranger titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint such Additional Arranger or confer other titles in respect of the Term B Loan Facility, then, notwithstanding anything in paragraph 2 to the contrary, the commitments of Royal Bank in respect of the Term B Loan Facility, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of the Term B Loan Facility, with such reduction allocated to reduce the commitments of Royal Bank in respect of the Term B Loan Facility at such time, upon the execution by such Additional Arranger (and any relevant affiliate) of customary joinder documentation and, thereafter, each such Additional Arranger (and any relevant affiliate) shall constitute a "Commitment Party" and/or "Lead Arranger" hereunder and it or its relevant affiliate providing such commitment shall constitute an "Initial Lender" hereunder); provided, further, that, in connection with the appointment of such Additional Arranger in accordance with the immediately preceding proviso, (a) the aggregate economics payable to such Additional Arranger (or any relevant affiliate thereof) in respect of the Term B Loan Facility shall not exceed 10% of the total underwriting economics payable to the Commitment Parties in respect of the Term B Loan Facility pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agent in its capacity as such), (b) such Additional Arranger (or its relevant affiliates) shall not receive a greater percentage of the economics in respect of the Term B Loan Facility than BMO and (c) such Additional Arranger (or its relevant affiliates) shall assume a proportion of the commitments with respect to the Term B Loan Facility that is equal to the proportion of the economics allocated to such Additional Arranger pursuant to customary joinder documentation executed by such Additional Arranger (and any relevant affiliate). View More

Commitment. In connection with the foregoing, (a) Royal Bank and BMO are pleased to advise you of their commitment to provide, on a several and not joint basis, 75% and 25%, respectively, of the principal amount of the Term B Loan Facility (in such capacity, together with any Additional Arranger appointed as described below, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) RBCCM and BMOCM are pleased to advise you of their willingness, and you hereby engage... RBCCM and BMOCM, to act as joint lead arrangers and joint bookrunning managers (in such capacities, together with any Additional Arranger appointed as described below, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) Royal Bank and RBCCM shall have "top left" placement in any listing of the Lead Arrangers and (y) Royal Bank shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent"). Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the funding of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). Except as set forth below, you agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter and the administrative agent fee letter between you and Royal Bank dated September 19, 2016 (the "Administrative Agent Fee Letter") referred to below) will be paid to any Lender in respect of the Term B Loan Facility unless you and we shall so agree; provided that you may, on or prior to the date which is 20 business days after the date of the Original Commitment Letter, appoint one additional joint bookrunner, arranger, agent, co-agent, manager or co-manager (the "Additional Arranger") for the Term B Loan Facility, and award such Additional Arranger titles in a manner and with economics set forth in the immediately succeeding proviso (it being understood that, to the extent you appoint such Additional Arranger or confer other titles in respect of the Term B Loan Facility, then, notwithstanding anything in paragraph 2 to the contrary, the commitments of Royal Bank in respect of the Term B Loan Facility, in each case pursuant to and in accordance with this proviso, will be permanently reduced by the amount of the commitments of such appointed entities (or their relevant affiliates) in respect of the Term B Loan Facility, with such reduction allocated to reduce the commitments of Royal Bank in respect of the Term B Loan Facility at such time, upon the execution by such Additional Arranger (and any relevant affiliate) of customary joinder documentation and, thereafter, each such Additional Arranger (and any relevant affiliate) shall constitute a "Commitment Party" and/or "Lead Arranger" hereunder and it or its relevant affiliate providing such commitment shall constitute an "Initial Lender" hereunder); provided, further, that, in connection with the appointment of such Additional Arranger in accordance with the immediately preceding proviso, (a) the aggregate economics payable to such Additional Arranger (or any relevant affiliate thereof) in respect of the Term B Loan Facility shall not exceed 10% of the total underwriting economics payable to the Commitment Parties in respect of the Term B Loan Facility pursuant to the Fee Letter (exclusive of any fees payable to the Administrative Agent in its capacity as such), (b) such Additional Arranger (or its relevant affiliates) shall not receive a greater percentage of the economics in respect of the Term B Loan Facility than BMO and (c) such Additional Arranger (or its relevant affiliates) shall assume a proportion of the commitments with respect to the Term B Loan Facility that is equal to the proportion of the economics allocated to such Additional Arranger pursuant to customary joinder documentation executed by such Additional Arranger (and any relevant affiliate). View More

Commitment. In connection with the foregoing, (a) each of JPMCB and DBNY is pleased to advise you of its several and not joint commitment to provide 75% and 25% respectively of the principal amount of the Term B Loan Facility (in such capacities, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) each of JPMCB and DBSI is pleased to advise you of its willingness, and you hereby engage JPMCB and DBSI to act as joint lead arrangers and joint bookrunning managers... (in such capacities, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) JPMCB shall have "top left" placement in any listing of the Lead Arrangers, (y) JPMCB shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent") and (z) JPMCB may perform its responsibilities hereunder as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC. Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the initial fundings of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender expressly in order to obtain its commitment to participate in the Term B Loan Facility unless you and we shall so agree. View More

Commitment. In connection with the foregoing, (a) each of JPMCB and DBNY is pleased to advise you of its several and not joint commitment to provide 75% and 25% respectively of the principal amount of the Term B Loan Facility (in such capacities, the "Initial Lenders"), subject only to the conditions set forth in paragraph 5 hereto; and (b) each of JPMCB and DBSI is pleased to advise you of its willingness, and you hereby engage JPMCB and DBSI to act as joint lead arrangers and joint bookrunning managers... (in such capacities, the "Lead Arrangers") for the Term B Loan Facility, and in connection therewith to form a syndicate of lenders for the Term B Loan Facility (collectively, the "Lenders"), in consultation with you and reasonably acceptable to you. It is understood and agreed that (x) JPMCB shall have "top left" placement in any listing of the Lead Arrangers, (y) JPMCB shall act as administrative agent for the Term B Loan Facility (in such capacity, the "Administrative Agent") and (z) JPMCB may perform its responsibilities hereunder as a Lead Arranger through its affiliate, J.P. Morgan Securities LLC. Notwithstanding anything to the contrary contained herein, the commitments of the Initial Lenders with respect to the initial fundings of the Term B Loan Facility will be subject only to the satisfaction (or waiver by the Initial Lenders) of the conditions precedent set forth in paragraph 5 hereof. All capitalized terms used and not otherwise defined herein shall have the same meanings as specified therefor in Annexes I and II hereto (the "Summary of Terms"). You agree that no other agents, co-agents, arrangers or bookrunners will be appointed, no other titles will be awarded and no compensation (other than compensation expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender expressly in order to obtain its commitment to participate in the Term B Loan Facility unless you and we shall so agree. View More

Commitment. In connection with the foregoing: (a) Bank of America is pleased to provide its commitment to fund the full principal amount of the Incremental Term Facility; (b) if the Required Consent is not obtained, Bank of America is pleased to provide its commitment to fund the full principal amount of the Backstop Facilities; provided that if, subsequent to the date of your acceptance of this Commitment Letter and prior to its expiration in accordance with its terms, the Required Consent is obtained,... the commitment under this clause (b) shall automatically terminate; and (c) MLPFS is pleased to advise you of its willingness, as sole lead arranger and sole bookrunner (in such capacities, the "Lead Arranger") for the Senior Credit Facilities to (i) use commercially reasonable efforts to solicit the Required Consent and (ii) form a syndicate of financial institutions and institutional investors for the Incremental Term Facility and, if the Required Consent is not obtained, the Backstop Facilities (such financial institutions and institutional investors, together with Bank of America and any existing lenders under the Existing Facility Agreement that consent to the Proposed Amendment, the "Lenders"). Bank of America will continue to act as sole Administrative Agent for the Senior Credit Facilities. The Senior Credit Facilities will include customary LIBOR transition and ERISA (lender and borrower) provisions. No additional agents, co-agents, arrangers or bookrunners will be appointed and no other titles will be awarded without the mutual consent of the Company and the Lead Arranger. If any additional arrangers or bookrunners are appointed in accordance with the preceding sentence (each an "Additional Arranger"), you agree (x) each such Additional Arranger (or an affiliate of such Additional Arranger) shall join this Commitment Letter pursuant to customary joinder documentation and the commitment of Bank of America to the Senior Credit Facilities shall be reduced by the amount of the commitment of such Additional Arranger, (y) you may allocate and pay in the aggregate up to (but not more than) 30% of the Underwriting Fee and Backstop Fee (each as defined in the Fee Letter (defined below)) to the Additional Arrangers and (z) MLPFS shall have "left side" designation and shall appear on the top left of any Information Materials (as defined below) and all other offering or marketing materials in respect of the Senior Credit Facilities and shall perform the duties and exercise the authority customarily performed and exercised by it in such role (this paragraph, the "Additional Arranger Paragraph"). As used herein, "syndication" of the Senior Credit Facilities includes the Lead Arranger using commercially reasonable efforts to arrange the Required Consent. View More