Common use of Invalid Certification Clause in Contracts

Invalid Certification. In the event that the Statistician determines that a Certification is no longer valid, the parties agree to use their reasonable best efforts to work together in good faith and take such actions as may be necessary to cause a valid Certification to be issued to Dialysis Center such that the delivery of the Data hereunder to Amgen may be resumed as quickly as possible, with the intent of preserving as many of the Data elements set forth in Schedules 4.1 as possible. In the event that a change in applicable laws, rules or regulations is the cause for the Certification becoming invalid, each party shall have the right, after attempting to negotiate changes to the Agreement as contemplated above, to terminate this Agreement upon thirty (30) days written notice with no requirement that Dialysis Center deliver the Data and no right of Dialysis Center to receive the rebates set forth in Exhibit 3.1. In the event Dialysis Center is the cause of such Certification becoming invalid, Amgen shall have the right, after working together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above, to terminate this Agreement upon thirty (30) days prior written notice to Dialysis Center. In connection with any such termination, Amgen shall pay to Dialysis Center, in accordance with Exhibit 3.1, the appropriate proportion of any rebates earned up to the dates covered in the last data submission by Dialysis Center and thereafter Dialysis Center shall have no obligation to deliver any Data. If Amgen is the cause of such Certification becoming invalid, Dialysis Center shall promptly notify Amgen of that fact and the parties shall work together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above. If a replacement Certification is not obtained within seventy five (75) days of the date that Dialysis Center sent the notice stating that the Certification was invalidated, either party may terminate this Agreement effective as of the ninetieth (90th) day after Dialysis Center transmitted the notice that the Certification was invalidated. From the date Dialysis Center sends the notice to Amgen that the Certification was invalidated until the time that a new Certification is issued or the time that this Agreement is terminated, which period shall not exceed ninety (90) days from the date that Dialysis Center sent the notice of invalidation, Dialysis Center may suspend the delivery of the Data without losing the ability to earn rebates through the date this Agreement is terminated. To the extent the Data necessary for Amgen to calculate any outcomes based rebate described in Exhibit 3.1 is not delivered as a result of a Certification becoming invalid, Dialysis Center shall calculate such outcomes based rebates and shall provide the results of such calculations to Amgen until the delivery of the Data hereunder to Amgen can be resumed. In connection with the foregoing, Amgen shall be permitted to audit any such calculations of outcomes made by Dialysis Center, either directly or through a third party selected by Amgen, subject to the execution and delivery of appropriate agreements regarding confidentiality and compliance with laws, including HIPAA.

Invalid Certification. 4.4.1. In the event that the Statistician determines that a Certification is no longer valid, the parties agree to use their reasonable best efforts to work together in good faith and take such actions as may be necessary to cause a valid Certification to be issued to Dialysis Center such that the delivery of the Data hereunder to Amgen may be resumed as quickly as possible, with the intent of preserving as many of the Data elements set forth in Schedules 4.1 Schedule 1 as possible. 4.4.2. In the event that a change in applicable laws, rules or regulations is the cause for the Certification becoming invalid, each party shall have the right, after attempting to negotiate changes to the this Agreement as contemplated above, to terminate this Agreement upon thirty (30) [DELETED] days written notice with no requirement that Dialysis Center deliver the Data and no right of Dialysis Center to receive the rebates set forth in Exhibit 3.1A. 4.4.3. In the event Dialysis Center is the cause of such Certification becoming invalid, Amgen shall have the right, after working together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above, to terminate this Agreement upon thirty (30) [DELETED] days prior written notice to Dialysis Center. In connection with any such termination, Amgen shall pay to Dialysis Center, in accordance with Exhibit 3.1A, the appropriate proportion of any rebates earned up to the dates covered in the last data Data submission by Dialysis Center and thereafter Dialysis Center shall have no obligation to deliver any Data. 4.4.4. If Amgen is the cause of such Certification becoming invalid, Dialysis Center shall promptly notify Amgen of that fact and the parties shall work together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above. 4.4.5. If a replacement Certification is not obtained within seventy five (75) [DELETED] days of the date that Dialysis Center sent the notice stating that the Certification was invalidated, either party may terminate this Agreement effective as of the ninetieth (90th) [DELETED] day after Dialysis Center transmitted the notice that the Certification was invalidated. 4.4.6. From the date Dialysis Center sends the notice to Amgen that the Certification was invalidated until the time that a new Certification is issued or the time that this Agreement is terminated, which period shall not exceed ninety (90) [DELETED] days from the date that Dialysis Center sent the notice of invalidation, Dialysis Center may suspend the delivery of the Data without losing the ability to earn rebates through the date this Agreement is terminated. To the extent the Data necessary for Amgen to calculate any outcomes based rebate described in Exhibit 3.1 A is not delivered as a result of a Certification becoming invalid, Dialysis Center shall calculate such outcomes based rebates and shall provide the results of such calculations to Amgen until the delivery of the Data hereunder to Amgen can be resumed. In connection with the foregoing, Amgen shall be permitted to audit any such calculations of outcomes made by Dialysis Center, either directly or through a third party selected by Amgen, subject to the execution and delivery of appropriate agreements regarding confidentiality and compliance with laws, including HIPAA.

Invalid Certification. 4.4.1. In the event that the Statistician determines that a Certification is no longer valid, the parties agree to use their reasonable best efforts to work together in good faith and take such actions as may be necessary to cause a valid Certification to be issued to Dialysis Center such that the delivery of the Data hereunder to Amgen may be resumed as quickly as possible, with the intent of preserving as many of the Data elements set forth in Schedules 4.1 Schedule 1 as possible. 4.4.2. In the event that a change in applicable laws, rules or regulations is the cause for the Certification becoming invalid, each party shall have the right, after attempting to negotiate changes to the this Agreement as contemplated above, to terminate this Agreement upon thirty (30) days written notice with no requirement that Dialysis Center deliver the Data and no right of Dialysis Center to receive the rebates set forth in Exhibit 3.1A. 4.4.3. In the event Dialysis Center is the cause of such Certification becoming invalid, Amgen shall have the right, after working together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above, to terminate this Agreement upon thirty (30) days prior written notice to Dialysis Center. In connection with any such termination, Amgen shall pay to Dialysis Center, in accordance with Exhibit 3.1A, the appropriate proportion of any rebates earned up to the dates covered in the last data Data submission by Dialysis Center and thereafter Dialysis Center shall have no obligation to deliver any Data. 4.4.4. If Amgen is the cause of such Certification becoming invalid, Dialysis Center shall promptly notify Amgen of that fact and the parties shall work together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above. 4.4.5. If a replacement Certification is not obtained within seventy five (75) days of the date that Dialysis Center sent the notice stating that the Certification was invalidated, either party may terminate this Agreement effective as of the ninetieth (90th) day after Dialysis Center transmitted the notice that the Certification was invalidated. 4.4.6. From the date Dialysis Center sends the notice to Amgen that the Certification was invalidated until the time that a new Certification is issued or the time that this Agreement is terminated, which period shall not exceed ninety (90) days from the date that Dialysis Center sent the notice of invalidation, Dialysis Center may suspend the delivery of the Data without losing the ability to earn rebates through the date this Agreement is terminated. To the extent the Data necessary for Amgen to calculate any outcomes based rebate described in Exhibit 3.1 A is not delivered as a result of a Certification becoming invalid, Dialysis Center shall calculate such outcomes based rebates and shall provide the results of such calculations to Amgen until the delivery of the Data hereunder to Amgen can be resumed. In connection with the foregoing, Amgen shall be permitted to audit any such calculations of outcomes made by Dialysis Center, either directly or through a third party selected by Amgen, subject to the execution and delivery of appropriate agreements regarding confidentiality and compliance with laws, including HIPAA.

Invalid Certification. In the event that the Statistician determines that a Certification is no longer valid, the parties agree to use their reasonable best efforts to work together in good faith and take such actions as may be necessary to cause a valid Certification to be issued to Dialysis Center such that the delivery of the Data hereunder to Amgen may be resumed as quickly as possible, with the intent of preserving as many of the Data elements set forth in Schedules Schedule 4.1 as possible. In the event that a change in applicable laws, rules or regulations is the cause for the Certification becoming invalid, each party shall have the right, after attempting to negotiate changes to the Agreement as contemplated above, to terminate this Agreement upon thirty (30) days written notice with no requirement that Dialysis Center deliver the Data and no right of Dialysis Center to receive the rebates and incentives set forth in Exhibit 3.1. In the event Dialysis Center is the cause of such Certification becoming invalid, Amgen shall have the right, after working together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above, to terminate this Agreement upon thirty (30) days prior written notice to Dialysis Center. In connection with any such termination, Amgen shall pay to Dialysis Center, in accordance with Exhibit 3.1, the appropriate proportion of any rebates and/or incentives earned up to the dates covered in the last data submission by Dialysis Center and thereafter Dialysis Center shall have no obligation to deliver any Data. If Amgen is the cause of such Certification becoming invalid, Dialysis Center shall promptly notify Amgen of that fact and the parties shall work together in good faith to take such actions as may be necessary to cause a valid Certification to be issued as contemplated above. If a replacement Certification is not obtained within seventy five (75) days of the date that Dialysis Center sent the notice stating that the Certification was invalidated, either party may terminate this Agreement effective as of the ninetieth (90th) day after Dialysis Center transmitted the notice that the Certification was invalidated. From the date Dialysis Center sends the notice to Amgen that the Certification was invalidated until the time that a new Certification is issued or the time that this Agreement is terminated, which period shall not exceed ninety (90) days from the date that Dialysis Center sent the notice of invalidation, Dialysis Center may suspend the delivery of the Data without losing the ability to earn rebates and incentives through the date this Agreement is terminated. To the extent the Data necessary for Amgen to calculate any outcomes based rebate or incentive described in on Exhibit 3.1 is not delivered as a result of a Certification becoming invalid, Dialysis Center shall calculate such outcomes based rebates or incentives and shall provide the results of such calculations to Amgen until the delivery of the Data hereunder to Amgen can be resumed. In connection with the foregoing, Amgen shall be permitted to audit any such calculations of outcomes made by Dialysis Center, either directly or through a third party selected by Amgen, subject to the execution and delivery of appropriate agreements regarding confidentiality and compliance with laws, including HIPAA.