Group Purchasing Organization. In the event BCM and a group purchasing organization (“GPO”) of which BCM is a member, enters into a master agreement or pricing agreement governing the purchase and sale of any or all the Equipment and/or Services hereunder (the “Master Agreement”), Seller agrees that BCM shall have the option, in BCM’s sole discretion and upon prior notice to Seller and on a prospective basis only, to (i) continue this Agreement, but to adjust the pricing hereof to reflect the pricing set forth in the GPO Master Agreement, without any penalty, or (ii) terminate this Agreement, without any penalty, and enter into the GPO Master Agreement.
Group Purchasing Organization. Ohio Schools Council
Group Purchasing Organization. The Resource Group (a) is a “group purchasing organization” dial is structured to comply with the requirements of the “GPO safe harbor” regulations regarding payments to group purchasing organizations set forth in 42 C.F.R. § 1001.952(j), except with respect to the requirement that the group of individuals or entities that the group purchasing organization is authorized to act as a purchasing agent for, be neither wholly-owned by the group purchasing organization nor subsidiaries of a parent corporation that wholly owns the group purchasing organization; (b) obtained a favorable Advisory Opinion from the Department of Health and Human Services Office of the Inspector General issued March 8, 2012 (OIG Advisory Opinion No. 12-01), with respect to the structure and operation of The Resource Group (subsections (a) and (b) referred to collectively as the “GPO Safe Harbor”); and [***]. The Resource Group agrees that if and as required by relevant regulations (as they may be amended from time to time), it will disclose in writing to each Participant which is a provider of services as defined in section 1861(u) of the Social Security Act (or to each Participant facility, if the Participant has more than one facility) at least annually, and upon request, to the U.S. Secretary of Health and Human Services, the actual amount The Resource Group has received from Licensor with respect to purchases made by or on account of the Participant. [***]. The Resource Group makes no representations that the Contract Administrative Fees meet the definition of “bona fide service fees” as defined in 42 C.F.R. § 414.802 or as may be used in other regulations containing similar price reporting requirements.
Group Purchasing Organization. (a) The Borrower intends to form a non-wholly owned limited liability company Subsidiary to engage in certain group purchasing activities for pharmacies owned by the Borrower and its Subsidiaries (the "GPO Subsidiary"). At least 95% of the GPO Subsidiaries will be owed by the Borrower or its Subsidiaries with the remainder owned by a third party. The GPO Subsidiary does not constitute a Permitted Joint Venture or a wholly-owned Subsidiary under the Credit Agreement. The Lenders hereby consent to the creation of the GPO Subsidiary. Within ten (10) Business Days after the creation of the GPO Subsidiary, the Borrower shall cause the GPO Subsidiary to execute and deliver to the Administrative Agent (i) a joinder to the Subsidiary Guaranty, pursuant to which such new Subsidiary shall become a party thereto and shall guarantee the payment of the Obligations of the Borrower under the Credit Agreement and the other Credit Documents, and (ii) a joinder to the Security Agreement, pursuant to which such new Subsidiary shall become a party thereto and shall grant to the Agent a first priority Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other personal property as Collateral for its obligations under the Subsidiary Guaranty, subject only to Permitted Liens. Additionally, concurrently with the GPO Subsidiary delivering a joinder to the Subsidiary Guaranty, the Borrower or its Subsidiaries as applicable will execute and deliver to the Administrative Agent an amendment or supplement to the Security Agreement pursuant to which all of the Capital Stock of such new Subsidiary owned by the Borrower shall be pledged to the Administrative Agent. As promptly as reasonably possible, the Borrower and the GPO Subsidiary will deliver any such other documents, certificates and opinions (including opinions of local counsel in the jurisdiction of organization of the new Subsidiary), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent may reasonably request in connection therewith and will take such other action as the Administrative Agent may reasonably request to create in favor of the Administrative Agent a perfected security interest in the Collateral being pledged pursuant to the documents described above.
Group Purchasing Organization. In the event Seller has an active agreement in place with a Group Purchasing Organization in which IU Health is an active member (the “IU Health & Seller GPO”) and there is a conflict between this Agreement and the IU Health & Seller GPO agreement, the terms and conditions of this Agreement shall control and prevail over the IU Health & Seller GPO agreement and in all other respects, the IU Health & Seller GPO agreement shall remain in full force and effect. Seller acknowledges and agrees that it may be required to pay certain administrative fees to the GPO pursuant to the terms of a GPO agreement. Entire Agreement. This Agreement, including and together with any P.O.s, related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Group Purchasing Organization
