Third Party Payors A. Except as provided in this Grant Agreement, Grantee shall screen all clients and may not bill the System Agency for services eligible for reimbursement from third party payors, who are any person or entity who has the legal responsibility for paying for all or part of the services provided, including commercial health or liability insurance carriers, Medicaid, or other federal, state, local and private funding sources.
B. As applicable, the Grantee shall:
i. Enroll as a provider in Children’s Health Insurance Program and Medicaid if providing approved services authorized under this Grant Agreement that may be covered by those programs and bill those programs for the covered services;
ii. Provide assistance to individuals to enroll in such programs when the screening process indicates possible eligibility for such programs;
iii. Allow clients that are otherwise eligible for System Agency services, but cannot pay a deductible required by a third party payor, to receive services and bill the System Agency for the deductible;
iv. Not bill the System Agency for any services eligible for third party reimbursement until all appeals to third party payors have been exhausted;
v. Maintain appropriate documentation from the third party payor reflecting attempts to obtain reimbursement;
vi. Xxxx all third party payors for services provided under this Grant Agreement before submitting any request for reimbursement to System Agency; and
vii. Provide third party billing functions at no cost to the client.
Links to Third Party Sites/Third Party Services xxx.xxxxxxxxxxxxxxxxxx.xxx may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Company and Company is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators. Certain services made available via xxx.xxxxxxxxxxxxxxxxxx.xxx are delivered by third party sites and organizations. By using any product, service or functionality originating from the xxx.xxxxxxxxxxxxxxxxxx.xxx domain, you hereby acknowledge and consent that Company may share such information and data with any third party with whom Company has a contractual relationship to provide the requested product, service or functionality on behalf of xxx.xxxxxxxxxxxxxxxxxx.xxx users and customers.
Links to Third Party Websites In your use of the Service and/or the Company’s website, you may encounter various types of links that enable you to visit websites operated or owned by third parties (“Third Party Site”). These links are provided to you as a convenience and are not under the control or ownership of the Company. The inclusion of any link to a Third Party Site is not (i) an endorsement by the Company of the Third Party Site, (ii) an acknowledgement of any affiliation with its operators or owners, or (iii) a warranty of any type regarding any information or offer on the Third Party Site. Your use of any Third Party Site is governed by the various legal agreements and policies posted at that website.
Third Party Payments (a) Subject to Section 6.4.4(c), the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party on Net Sales of a Licensed Product in a country an amount equal to [**] percent ([**]%) of all upfront payments, milestone payments, royalties, and other amounts paid by the Applicable Commercialization Party, its Affiliates or Sublicensees to Third Parties with respect to license rights to Third Party intellectual property licensed by the Applicable Commercialization Party, its Affiliates or Sublicensees from the applicable Third Party that the Applicable Commercialization Party reasonably believes are necessary for the Development, Manufacture, or Commercialization of such Licensed Product in such country; provided, however, that, to the extent that any such Third Party license includes a license to Third Party intellectual property that is applicable to products being or to be developed or commercialized by the Applicable Commercialization Party or its Affiliates other than such Licensed Product in such country, then the Applicable Commercialization Party shall reasonably allocate all upfront payments, milestone payments and other non-royalty amounts between the Licensed Product and such other products, and the Applicable Commercialization Party shall only be entitled to credit against the royalties due to the other Party hereunder on Net Sales of such Licensed Product [**] percent ([**]%) of the amounts that are reasonably allocable to the Licensed Product. In addition, the Applicable Commercialization Party shall be entitled to credit against the royalties due to the other Party hereunder defense costs in accordance with Section 8.4.
(b) In the event a Party enters into any Third Party intellectual property license necessary for the Development, Manufacture, or Commercialization of a Licensed Product in a country in the other Party’s part of the Territory after the Restatement Date (EPIZYME represents and warrants to EISAI that EPIZYME is not a party to any such relevant Third Party licenses as of the Restatement Date), under which such Party is entitled to grant a sublicense to the other Party, the other Party will have the right to obtain such sublicense from such sublicensor Party; provided that, if such other Party elects to obtain such sublicense, such other Party shall pay [**] percent ([**]%) of the amounts payable to the Third Party on account of such sublicense (either directly to the Third Party licensor or to the sublicensor Party, as the Parties shall reasonably agree with the goal of ensuring timely payment to the Third Party) and such other Party shall be entitled to credit against the royalties due to the sublicensor Party on Net Sales of such Licensed Product in such country in an amount equal to [**] percent ([**]%) of the amounts paid by such other Party (either directly or indirectly through the sublicensor Party) to such Third Party with respect to such license rights for such Licensed Product in such country.
(c) If any amount is or becomes payable to UNC under the UNC License Agreement (or under any other agreement entered into by EPIZYME or any Affiliate and UNC with respect to the intellectual property that is the subject of the UNC License Agreement) with respect to the Development, Manufacture, or Commercialization of a Licensed Product in any country in the world, EPIZYME shall be solely responsible for and shall pay all such amounts, and no such amounts shall be creditable against any royalties payable to EISAI hereunder.
RECOVERY FROM THIRD PARTIES 11.1 If
11.1.1 the Seller makes a payment in respect of a Warranty Claim by the Purchaser (the “Damages Payment”);
11.1.2 any member of the Purchaser’s Group recovers from a third party (including pursuant to any insurance policy) any sum in cash or in kind which compensates it in respect of the Loss which is the subject matter to that Warranty Claim (the “Third Party Sum”);
11.1.3 the receipt of that Third Party Sum was not taken into account in calculating the Damages Payment; and
11.1.4 the aggregate of the Third Party Sum and the Damages Payment exceeds the amount required to compensate the Purchaser in full for the Loss or Liability which gave rise to the Warranty Claim in question, such excess being the “Excess Recovery”, then the Purchaser shall, promptly on receipt of the Third Party Sum by any member of the Purchaser’s Group, repay to the Seller an amount equal to the lower of (i) the Excess Recovery and (ii) the Damages Payment, after deducting (in either case) all additional Tax and any costs incurred by the Purchaser or the relevant member of the Purchaser’s Group in recovering that Third Party Sum.
11.2 If, before the Seller pays any amount in respect of any Warranty Claim under this Agreement, any EDS Entity is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any relevant member of the Purchaser’s Group (in whole or in part) in respect of the Loss or Liability which is the subject matter of the Warranty Claim, the Purchaser shall procure that, before steps are taken against the Seller, the Purchaser will make reasonable efforts to enforce recovery against the third party and any actual recovery shall reduce or satisfy, as applicable, such Warranty Claim to the extent of such recovery, provided that the Seller first indemnifies the Purchaser’s Group and the EDS Entities against any Tax that may be suffered on receipt of any sum recovered thereunder, together with any costs or expenses incurred in recovering such sum.
Payments to Third Parties Xxxxxxx agrees that Grantor shall have no liability to Grantee when Grantor acts in good faith to redirect all or a portion of any Grantee payment to a third party. Grantor will be deemed to have acted in good faith when it is in possession of information that indicates Grantee authorized Grantor to intercept or redirect payments to a third party or when so ordered by a court of competent jurisdiction.
Links to Third Party Sites The Bank website may contain links to other websites ("Linked Sites"). Such links are provided solely as a convenience for you. While the Bank will attempt to select and provide links to Linked Sites that it believes may be of interest to its customers, the Bank does not screen, approve, review or otherwise endorse any content or information contained in any Linked Sites. You acknowledge and agree that the Bank, its affiliates and partners are not responsible for the contents of any Linked Sites, including the accuracy or availability of information provided by Linked Sites, and make no representations or warranties regarding the Linked Sites or your use of them.
INDEMNITY IN THIRD-PARTY PROCEEDINGS To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.
Third Party Providers Except for those terms and conditions that specifically apply to Third Party Providers, under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Except as may be provided in Third Party Agreements, Company shall have no rights or remedies against Third Party Providers, Third Party Providers shall have no liability of any nature to the Company, and the aggregate cumulative liability of all Third Party Providers to the Company shall be $1.
