Market Check. Annually during the Term (or more frequently as mutually agreed by the Parties), a third-party, independent expert mutually agreed upon by the Parties (the “Independent Expert”) will, with respect to each Covered Jurisdiction, review the actual Take Rate for comparable (x) eBay Merchants with an Account Nationality in such Covered Jurisdiction (determined on an aggregate or average basis) and (y) Non-eBay Merchants in such Covered Jurisdiction, including Non-eBay Merchants that use or access PayPal’s services through Properties operated by a Competitive Platform Operator (other than Non-eBay Merchants that are also Competitive Platform Operators) (each such review, a “Market Check”), in accordance with the following procedures:
Market Check. During the third quarter of the second contract year of the Initial Term and the third quarter of the fourth contract year of the Renewal Term, County shall have the right to conduct a market check to confirm its pricing is competitive with that of similar clients. County agrees that the market check shall be based upon the same financial assumptions of this Contract, including plan design, and that the market check will be based upon similar clients in size and type (i.e. employer group) as County. In the event that County determines its pricing is less competitive with that of similar clients, County shall provide Contractor with its market check documentation no later than the end of the third quarter of the second contract year and Contractor agrees to enter into good faith negotiations to reach agreement on acceptable financial terms in accordance with the market check for similar clients. In the event the parties are unable to agree on pricing terms by the end of the second contract year, County may terminate this Contract upon providing written notice to Contractor.
Market Check. An analysis comparing (A) the amount of Insourced Acquisition Expenses paid in the previous calendar year to the Advisor or any of its Affiliates with (B) the projected amount of Acquisition Expenses for the following calendar year assuming that a Person other than the Advisor or its Affiliates performs substantially similar services for a substantially similar amount of Assets.
Market Check. As soon as reasonably practicable after the execution of this Term Sheet, MCC shall:
Market Check. 51 18.8 Termination For Convenience...................................................................52 18.9 Cross Termination Rights and Termination Charges..............................................52 18.10 Equitable Remedies............................................................................52
Market Check. Notwithstanding anything to the contrary in this Agreement, with regard to each Services Agreement, Oncor shall have the right commencing July 1, 2010 to solicit proposals from, and thereafter negotiate with, third parties for the provision of the services being provided by Vendor under such Services Agreement. In connection therewith Oncor shall be permitted to provide to the third party the applicable Services Agreement. If a third party offers to provide such services for charges less than the then current Charges, then unless Vendor agrees to provide such services on the terms and conditions being offered by the third party, including the charges being offered by the third party, within 60 days after notice to Vendor, Oncor may terminate the applicable Services Agreement as of June 30, 2011 and enter into a services agreement on such terms and conditions with the third party.
Market Check. Any time after the first eighteen (18) months of this Agreement, that may start as soon as the second quarter of the second contract year, BENECARD PBF agrees to a mid-contract term market check to be conducted by the CLIENT, or an independent third party of the CLIENT’s choosing that is not a direct competitor of BENECARD PBF and/or does not have a conflict of interest with BENECARD PBF, to ensure that the CLIENT is receiving appropriate current pricing terms competitive with the industry as compared to other PBMs based on the CLIENT’s volume and membership. BENECARD PBF agrees to improve pricing in the event that the CLIENT’s contract terms are less than competitive. BENECARD PBF agrees to implement new pricing within 90 days of completion of the market check or signature of contract. Acceptance of the new pricing will apply for the remainder of the Initial Term and will NOT result in extension of the contract, unless requested by the CLIENT. The financial guarantees for any partial contractual year that results from the implementation of new pricing will still be reported and the PBM will still reconcile annually and make payments for any shortfalls. CLIENT will pay BENECARD PBF for Covered Drugs dispensed and submitted by Retail Network Pharmacies an amount equal to the lowest of (i) the dispensing pharmacies submitted usual and customary price (U&C); (ii) the maximum allowable cost (“MAC”), where applicable plus, dispensing fee, or (iii) the ingredient cost discount rate of the dispensing pharmacy plus the dispensing fee of the dispensing pharmacy as billed to BENECARD PBF. Members will never pay more than their plan copayment or coinsurance, discounted cost, MAC, or the pharmacy’s Usual and Customary or price billed to BENECARD PBF, whichever is lowest. Compounds dispensed at retail are subject to a compounding fee that varies by participating pharmacy. Federal, state, local taxes and fees may apply and are excluded from guaranteed discounts. Mail order medications exclusively dispensed from BENECARD PBF’s mail facility, as identified in Appendix G are passed through at Actual Acquisition Cost, plus Dispensing Fees and Shipping costs. Compounds dispensed at mail order are subject to a $22.50 dispensing fee. Federal, state, local taxes and fees may apply and are excluded from guaranteed discounts.
Market Check. After the Effective Date, once at eighteen (18) month mark, Client, through its consultant experienced in pharmacy benefit management services and after the consultant has executed a reasonable non-disclosure agreement with PBM, shall review the financial terms of the PBM Agreement and compare it to financial offerings available in the marketplace for comparable clients. Client’s consultant shall confirm Client’s pricing is competitive with that of reasonably similar clients that have reasonably similar PBM services, plan design, financial assumptions, lines of business and other similar terms and conditions as Client (“Comparable Clients”). The market check will be compiled by Client’s consultant by benchmarking against other pricing rates of reasonably Comparable Clients. No later than July 1st of the market check year, Client will submit to PBM a market check report providing information that allows PBM to evaluate in sufficient detail the Comparable Clients to substantiate the market check conclusion. The market check report will be blinded as to the clients. PBM will respond to Client within thirty (30) calendar days of receipt of the market check report. Client’s market check must include no less than three (3) Comparable Clients and the average pricing rates of the Comparable Clients will be used to measure the annualized savings. If the market check validates an annualized savings of greater than one percent (1.00%) of total drug costs and PBM is unable or unwilling to offer new terms and conditions that provide the market check savings, then Client shall retain the right to terminate this Agreement effective July 1st of the following calendar year upon providing PBM ninety (90) days written notice. Any revisions to pricing resulting from the market check will be effective January 1st of the following contract year, so long as the parties have executed an amendment to the PBM Agreement reflecting the revised pricing.
Market Check. After the first eighteen (18) months of the Initial Term, Client shall have the right to perform one (1) market analysis for the reminder of the Term that compares CastiaRx’ pricing and financial terms, in the aggregate, to pricing offered by a comparable pharmacy benefit manager (meaning a PBM primarily providing services to self-funded mid-market size health plans) to a comparable health plan, taking into account demographics, account benefit design, formulary, and the pharmacy network (“Market Check”). If the Market Check, provided to CastiaRx in the form offered to Client, would provide greater than three percent (3%) overall annual savings compared to the financial terms of this Agreement, CastiaRx shall have ninety (90) days to offer modified financial terms that, in the aggregate, will provide at least three percent (3%) additional savings compared to the present financial terms under this Agreement. If CastiaRx elects not to provide modified financial terms, Client shall have the right to terminate this Agreement upon ninety (90) days written notice.
Market Check. During the third quarter of the second contract year of the Initial Term, County shall have the right to conduct a market check to confirm its pricing is competitive with that of similar clients. County agrees that the market check shall be based upon the same financial assumptions of this Contract, including plan design, and that the market check will be based upon similar clients in size and type (i.e. employer group) as County. In the event that County determines its pricing is less competitive with that of similar clients, County shall provide Contractor with its market check documentation no later than the end of the third quarter of the second contract year and Contractor agrees to enter into good faith negotiations to reach agreement on acceptable financial terms in accordance with the market check for similar clients. In the event the parties are unable to agree on pricing terms by the end of the second contract year, County may terminate this Contract upon providing written notice to Contractor.
