Healtheon Sample Clauses

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. 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.
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.
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.
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.
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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  • COVERED HEALTHCARE SERVICES This section describes covered healthcare services. This plan covers services only if they meet all of the following requirements: • Listed as a covered healthcare service in this section. The fact that a provider has prescribed or recommended a service, or that it is the only available treatment for an illness or injury does not mean it is a covered healthcare service under this plan. • Medically necessary, consistent with our medical policies and related guidelines at the time the services are provided. • Not listed in Exclusions Section. • Received while a member is enrolled in the plan. • Consistent with applicable state or federal law. We review medical necessity in accordance with our medical policies and related guidelines. Our medical policies can be found on our website. Our medical policies are written to help administer benefits for the purpose of claims payment. They are made available to you for informational purposes and are subject to change. Medical policies are not meant to be used as a guide for your medical treatment. Your medical treatment remains a decision made by you with your physician. If you have questions about our medical policies, please call Customer Service. When a new service or drug becomes available, when possible, we will review it within six (6) months of one of the events described below to determine whether the new service or drug will be covered: • the assignment of an American Medical Association (AMA) Current Procedural Terminology (CPT) code in the annual CPT publication; • final Food and Drug Administration (FDA) approval; • the assignment of processing codes other than CPT codes or approval by governing or regulatory bodies other than the FDA; • submission to us of a claim meeting the criteria above; and • generally, the first date an FDA approved prescription drug is available in pharmacies (for prescription drug coverage only). During the review period, new services and drugs are not covered. For all covered healthcare services, please see the Summary of Medical Benefits and the Summary of Pharmacy Benefits to determine the amount that you pay and any benefit limits.

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