Licensed Data Reductions Sample Clauses

Licensed Data Reductions. Notwithstanding any language to the contrary set forth in this Agreement, beginning on the first anniversary of the Effective Date, if (i) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data (as defined below)) for any contract year during the Term declines by more than ten percent (10%) from the Baseline Volumes (as defined below) set forth in Exhibit A (other than with respect to EMR Data), Company and Client agree to a reduction in the Base Fees (as defined below) for the applicable contract year consistent with the actual percentage decrease in total Licensed Data (i.e. a twelve percent (12%) decrease in total transactions will trigger a twelve percent (12%) decrease in the Base Fees for the applicable contract year, which shall be credited to Client within ninety (90) days of the end of the applicable contract year); and (ii) after the first anniversary of the Effective Date, (w) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data) for any contract year during the Term declines by more than twenty percent (20%) from the prior contract year, (x) the total volume of Licensed Data that constitutes prescription or medical transactions (excluding EMR Data) at anytime during the Term (calculated using the trailing six-month transaction volume annualized) is twenty-five percent (25%) less than the applicable Baseline Volume, (y) the total volume of Licensed Data that constitutes prescription data at any time during the Term (calculated using the trailing six-month prescription Licensed Data volume annualized) is twenty-five percent (25%) less than the Licensed Data that constitutes the Baseline Volume of prescription data, or (z) the total volume of Licensed Data that constitutes medical data at any time during the Term (calculated using the trailing six-month medical Licensed Data volume annualized) is twenty-five percent (25%) less than the Licensed Data that constitutes the Baseline Volume of medical data, Company and Client agree to negotiate a reduction in the Base Fees consistent with the value proposition change (it being understood that in no event shall such reduction be less than the reduction in Licensed Data relative to applicable Baseline Volume). If the parties cannot agree on a reduction in the Base Fees following such good faith negotiations, then Client may terminate the Agreement upon thirty (30) days’ written notice to Company an...
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Related to Licensed Data Reductions

  • Monthly Data Download Not later than fifteen (15) days after the end of each month, beginning with the month in which the Commencement Date occurs and ending with the Final Shared-Loss Month, Assuming Institution shall provide Receiver:

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Licensed Software Section 3.17(f).......................................27

  • SERVICE XXXX USE A. Controlled Affiliate recognizes the importance of a comprehensive national network of independent BCBSA licensees which are committed to strengthening the Licensed Marks and Name. The Controlled Affiliate further recognizes that its actions within its Service Area may affect the value of the Licensed Marks and Name nationwide.

  • Product Changes IDSI reserves the right to make design and other modifications in the Equipment at any time but shall not be obligated to implement such modifications in Equipment that has previously been delivered.

  • Product Recalls The Company is not aware of any pattern or series of claims against the Company or any of its subsidiaries which reasonably could be expected to result in a generalized product recall relating to products sold by the Company or any of its subsidiaries, regardless of whether such product recall is formal, informal, voluntary or involuntary.

  • Payment for Labor and Materials Borrower will promptly pay when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with the Property and never permit to exist beyond the due date thereof in respect of the Property or any part thereof any lien or security interest, even though inferior to the liens and the security interests hereof, and in any event never permit to be created or exist in respect of the Property or any part thereof any other or additional lien or security interest other than the liens or security interests hereof, except for the Permitted Exceptions (defined in Section 5.1).

  • End Users LICENSEE agrees to require all direct recipients of Licensed Products to whom Licensed Products are sold, leased, or otherwise disposed of by LICENSEE or its sublicensees, to look only to LICENSEE and not to LICENSOR or its affiliates for any claims, warranties, or liability relating to such Licensed Products. LICENSEE agrees to take all steps to reasonably assure itself that Licensed Products sold, leased or otherwise disposed of by or for LICENSEE is being used for permitted purposes only.

  • Licensed Products Lessee will obtain no title to Licensed Products which will at all times remain the property of the owner of the Licensed Products. A license from the owner may be required and it is Lessee's responsibility to obtain any required license before the use of the Licensed Products. Lessee agrees to treat the Licensed Products as confidential information of the owner, to observe all copyright restrictions, and not to reproduce or sell the Licensed Products.

  • Research Plans The Research Plan for the [***] Designated Target is attached as Schedule 2.2.3-1. Subsequent Research Plans agreed upon in accordance with Section 2.4.2.4 will be attached as additional sequentially numbered schedules (Schedule 2.2.3-2, Schedule 2.2.3-3, etc.).

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