Healtheon Sample Clauses

Healtheon. WebMD shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Healtheon/WebMD Common Stock for delivery upon the exercise of Company Options.
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Healtheon. Healtheon shall defend, indemnify and hold Quintiles harmless, to the full extent permitted in law or equity, from and against any and all losses, claims, actions, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses), net of any corresponding insurance proceeds received by any indemnified party (collectively, "LOSSES"), proximately caused by or resulting from (i) any misrepresentation or non-fulfillment of any representation, warranty, covenant, obligation or agreement by Healtheon contained in or made pursuant to this Agreement, (ii) the negligence or willful misconduct of Healtheon or any of its employees, agents, or representatives, and (iii) the enforcement by Quintiles of its rights pursuant to this Section 3.1, and any litigation, proceeding or investigation relating to any of the foregoing.
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Healtheon. WebMD agrees that from and after the Effective Time, the Surviving Corporation shall cause the policies of director and officer liability insurance maintained by the Envoy on the date hereof and listed in Section 8.12 of the Envoy Disclosure Letter to be maintained in effect for the period of time directors and officers are entitled to indemnification under Section 8.12(a) above; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties, provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that that the Surviving Corporation shall not be required to pay an annual premium in excess of 150% of the last annual premium paid by Envoy prior to the date hereof (the "Maximum Amount") (which premium is set forth in Section 8.12 of the Envoy Disclosure Letter), and if the Surviving Corporation is unable to obtain the insurance required by this Section 8.12 for the Maximum Amount, it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount.
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Healtheon. WebMD agrees that from and after the Effective Time, the Surviving Corporation shall cause the policies of director and officer liability insurance maintained by the Company on the date hereof to be maintained in effect for the period of time directors and officers are entitled to indemnification under Section 8.13(a) above; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties, provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 150% of the last annual premium paid by Company prior to the date hereof (the "Maximum Amount") (which premium is set forth in Section 8.13 of the Company Disclosure Letter), and if the Surviving Corporation is unable to obtain the insurance required by this Section 8.13 for the Maximum Amount, it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount.
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Healtheon. WebMD grants HealthStream the right to be the exclusive provider of education, continuing education and training services for all healthcare organizations, healthcare professionals and healthcare workers on webmx.xxx xxx all other web sites owned or operated by Healtheon/WebMD for a term of five (5) years. The parties acknowledge that Healtheon/WebMD's "Just in Time CME" which delivers daily CME credits based on that day's medical news, may continue to be presented, provided that participants in "Just in Time CME" are registered in HealthStream's system and there is a promotional HealthStream logo and hyperlink to related HealthStream online courseware.
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Healtheon. WebMD shall prominently display HealthStream's trademark and logo whenever and wherever continuing education or training is promoted by Healtheon/WebMD.
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